General Conditions for the Supply of Goods METSO OUTOTEC

1. General. These general conditions shall govern the sale and supply of twenty days after the scheduled date for the final Delivery.
equipment, products, materials, spare parts, wear parts and/or associated 11. Delivery. Unless otherwise specified in the Contract, the Goods shall be
services and software (“Goods”) by the Metso Outotec entity selling the delivered FCA (according to Incoterms 2020) point of manufacture
Goods (“Metso Outotec”) to the purchaser of the Goods (“Purchaser”). (“Delivery”). The Delivery times specified in the Contract shall commence
2. Contract Formation. The contract between Purchaser and Metso Outotec upon the last of (i) formation of the Contract, (ii) provision of all necessary
(“Contract”) shall be formed with (i) the execution by Purchaser and Metso documents, permits, approvals and other data to be provided by Purchaser,
Outotec of a separate written agreement, or (ii) Metso Outotec’s acceptance and (iii) receipt of the agreed down payment and, if required, letter of credit
in writing of a purchase order issued by Purchaser, based on Metso by Metso Outotec. Partial Deliveries are permitted and shall be accepted by
Outotec’s quotation for the Goods as may be amended by mutual Purchaser. If Purchaser fails to accept Delivery, Metso Outotec shall, at
agreement in writing. These general conditions shall supersede any Purchaser’s expense, store the Goods and obtain such insurance policies
conflicting conditions of Purchaser, whether contained in any purchase covering losses and damages as Metso Outotec considers appropriate.
order issued by Purchaser or elsewhere. All modifications and deviations to Delivery shall be deemed timely if Purchaser was advised of the readiness
these general conditions shall be expressly agreed in writing by Purchaser for Delivery by the agreed delivery time.
and Metso Outotec as set out in clause 32 or in a separate written 12. Transfer of Title and Risk. Title to the Goods shall, irrespective of
agreement. Delivery, pass to Purchaser upon payment of the Contract Price in full. The
3. Scope of Work. The Goods shall be as specified in Metso Outotec’s risk of loss of and damage to the Goods shall pass to Purchaser upon
quotation as may be amended in the Contract. All equipment, materials, Delivery.
commodities and services not specifically mentioned therein, including, 13. Extension of Time. If Metso Outotec is prevented or delayed from
without limitation, installation and commissioning of the Goods, are meeting agreed Delivery times due to the actions or inactions of Purchaser
expressly excluded. or its agents or other contractors, Force Majeure or due to other reasons
4. Variations. Purchaser and Metso Outotec may at any time prior to outside Metso Outotec’s control, the Delivery times shall be extended
Delivery (as defined below) vary the scope of work by written agreement accordingly and Metso Outotec shall be entitled to reimbursement of all
recording required amendments to the Goods, the Contract Price and additional costs incurred as a result of such delay.
Delivery times for the Goods as well as any other relevant matters. Metso 14. Liquidated Damages for Delay. In the event of a delay to the agreed
Outotec shall not be required to implement any variations without such Delivery times, as may be extended in accordance with the Contract, which
written agreement. is attributable to Metso Outotec, Purchaser shall, to the exclusion of all
5. Price. The price for the Goods (“Contract Price”) shall be as specified in further rights and remedies of Purchaser for such delay, be entitled to claim
the Contract or, if not specified, in Metso Outotec’s quotation for the Goods liquidated damages of delay 0.5% of the Contract Price of the delayed
exclusive of any value added, sales or similar tax. Goods, or 0.25% of the Contract Price if not individually priced, for every full
6. Taxes. The Contract Price shall be paid free and clear of all deductions and week of delay, up to an aggregate maximum of 5% of the Contract Price.
withholdings for taxes, duties, levies or other charges imposed by federal, Purchaser and Metso Outotec acknowledge and agree that (i) the above
state, regional or other governmental authorities in the country of liquidated damages represent a genuine pre-estimate of the potential loss
registration of Purchaser and the country of Purchaser’s site or under any suffered by Purchaser as a result of delay caused by Metso Outotec, and do
applicable treaty for the avoidance of double taxation except as required by not constitute a penalty, and (ii) save as specified in this clause, Metso
law. If any deduction or withholding is required by law, Purchaser shall on Outotec shall not be liable for any delay in meeting any other date or
the due date for the payment pay Metso Outotec such additional amounts milestone specified in the Contract or elsewhere, and (iii) any delay claim
as shall, after the making of the deduction or withholding, result in the must be made within thirty days from Delivery.
payment to Metso Outotec of the net Contract Price. Purchaser shall make 15. Defects Liability. a.) Metso Outotec warrants that the Goods shall be free
all necessary tax or other returns and all necessary payments in relation to from defects in material and workmanship attributable to Metso Outotec,
any such deduction or withholding and shall pay and indemnify and hold provided that any defect must be claimed in writing within the defects
Metso Outotec harmless from liabilities for any sum, payable as a result of liability period of, unless otherwise specified in the Contract, the earliest of
any failure, delay or error. Purchaser shall promptly provide Metso Outotec (i) twelve months from the first industrial use, 2,000 operating hours or
with all appropriate certificates, receipts or other documents evidencing the eighteen months from Delivery for equipment and (ii) six months from the
proper deduction or withholding. first industrial use, 1,000 operating hours or twelve months from Delivery
7. Payment. Unless otherwise specified in the Contract, payment of the for components and spare [and wear] parts. Metso Outotec’s liability under
Contract Price shall be made by Purchaser free of charge without any this warranty shall be limited to, at its choice, repair or replace defective
deductions within thirty days of the date of Metso Outotec’s invoice to the Goods and the above defects liability period shall be extended by six months
bank account specified in the invoice as follows: 30% as down payment upon from the repair or replacement but shall not extend beyond six months from
formation of the Contract and 70% upon notification to Purchaser that the the expiry of the initial defects liability period. Repair work shall be
Goods are ready for delivery. Partial deliveries shall be paid pro rata of the performed at the location determined by Metso Outotec. Title to any
Contract Price for Goods delivered. replaced Goods shall revert to Metso Outotec. b.) The above warranty shall
not apply for (i) ordinary wear and tear or deterioration of the Goods, (ii)
8. Transparency. All payments shall be made by Purchaser from an account
wear and consumable parts such as hoses, belts, rubber tyres, blades, linings,
held by Purchaser at an internationally renowned bank or equivalent
discs, batteries, nozzles, oil, fuel, fluids, grease, coolants or other parts which
financial institution or by letter of credit as per clause 10. Any other account
by their nature are expected to be replaced in regular intervals (unless such
or means of payment such as a Purchaser group financial service provider
parts were defective upon delivery in which case they shall be replaced with
must be approved by Metso Outotec prior to any payments being made.
new parts), (iii) minor defects which can be rectified with minimal effort such
9. Late Payment. Metso Outotec shall be entitled to charge pro rata interest as changing of seals, tightening, adjustment or settings or have no
for delayed payments at a rate of the then six months’ EURIBOR plus seven significance to the operation of the Goods such as dents or surface scratches,
percentage points or such lower rate as required by applicable law, (iv) any service, modification or replacement of any Goods by an
calculated from the due date to the date of payment. Metso Outotec may unauthorised repairer or without Metso Outotec’s prior written consent, (v)
further suspend the further performance of the Contract if Purchaser fails to defects caused by improper or faulty assembly, installation, operation or
make a payment when due under the Contract and, if the delay exceeds two maintenance such as use of unsuitable materials, utilities or parts,
months, terminate the Contract and, in addition to the above interest, unsuitable operating conditions, overloading, or any act or omission
recover all costs and losses incurred by Metso Outotec as a result of such contrary to Metso Outotec’s operation and maintenance manuals or
termination. instructions, and (vi) defects caused by the use of other than genuine Metso
10. Letter of Credit. Where the Contract states that payments are to be made Outotec spare and wear parts. c.) Except as specifically provided in this
by letter of credit, Purchaser shall at its own cost provide an irrevocable letter clause, Metso Outotec has not made and does not make any warranties,
of credit issued by a reputable bank and confirmed by a bank approved by guarantees, representations, indemnities or the like, whether express,
Metso Outotec. The letter of credit shall be issued within thirty days of the implied, statutory, or otherwise arising from trade usage or practice
formation of the Contract and shall remain valid for a period of one hundred including without limitation warranties of uninterrupted or error-free

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General Conditions for the Supply of Goods METSO OUTOTEC

operation, fitness for purpose or merchantability and any such warranties, Information solely for the purpose of the Contract or as agreed in writing by
guarantees, representations, indemnities or the like are expressly the disclosing party. b.) This clause shall not apply for any information which,
disclaimed and excluded. Technical, design and other information and as evidenced by documents of that time, (i) was in the lawful possession of
descriptions in brochures, catalogues or other written documentation shall the receiving party or any of its Affiliates (an “Affiliate” is any entity which
only serve as a general description of the deliverables and shall not be directly or indirectly controls, is controlled by, or is under common control
deemed as agreed or guaranteed quality or performance. Metso Outotec with a party) and had not been obtained from the disclosing party, (ii) has
shall not be liable for any damage to movable or immovable property caused after disclosure been lawfully disclosed by a third party without any
by the Goods after Delivery or to products manufactured by Purchaser or to obligation of confidentiality and restricted use, (iii) has entered before or
products of which Purchaser’s products form a part. after the date of formation of the Contract into the public domain through
16. Tooling. In the event special tooling such as moulds, dies, forms, jigs, no act or failure to act by the receiving party or any of its Affiliates, (iv) has
mandrels, fixtures and other special equipment is required to manufacture been developed independently of any Confidential Information, or (v) is
any Goods, the parties shall enter into a separate agreement for such tooling. requested to be disclosed pursuant to applicable law, governmental
Unless otherwise agreed in writing, all such tooling shall remain the property regulation or legal process, provided that such party shall, to the extent
of Metso Outotec and Metso Outotec’s responsibility related to such tooling legally permissible, promptly notify the disclosing party of such required
is limited to proper design, handling in manufacture and storage. disclosure, shall disclose only such Confidential Information as is required,
and shall take all reasonable steps to protect the confidentiality of such
17. Indemnity. Each party shall indemnify and hold harmless the other party
disclosed information. Confidential Information shall not be deemed to be
against any loss, expense or damage including, without limitation,
within the foregoing exceptions merely because such information is
reasonable attorneys’ fees, suffered or incurred by the other party in
embraced by more general information within the foregoing exceptions or
connection with the Contract resulting from death, personal injury or
because individual features fall within the foregoing exceptions. c.) The
physical loss of or damage to third party property caused by the acts or
receiving party shall, unless otherwise agreed in writing, limit access to
omissions of such party. Each party's liability to indemnify as per the above
Confidential Information to its directors, officers and employees, its
shall be reduced proportionally to the extent that the acts or omission of the
Affiliates, any professional adviser or consultant who has been engaged to
other party have contributed to the loss, expense or damage.
advise in connection with the Contract, any contractor or sub-contractor
18. Intellectual Property Rights. As between the parties, each party shall engaged in connection with the Contract, and any other person the
retain ownership in all of its patents, patent applications, utility models, disclosing party has agreed in writing that Confidential Information may be
copyrights, trademarks, and any other statutory protection of a similar kind, disclosed to in connection with the Contract (“Representatives”) on a need-
as well as know-how and trade secrets, whether or not such rights are to-know basis only, provided that such Representatives are bound by
registered or capable of registration (“Intellectual Property Rights”) existing confidentiality and restricted use undertakings substantially similar to this
prior to or created independently of the Contract. All Intellectual Property clause and the receiving party shall be liable for any breach of confidentiality
Rights developed by Metso Outotec during the performance of the Contract, and restricted use by such Representatives. d.) Each party acknowledges and
including any improvement to the Goods, shall exclusively vest in Metso agrees that damages alone may not be an adequate remedy for a breach of
Outotec. Subject to payment of the Contract Price, Metso Outotec herewith this clause and that the other party shall be entitled to seek interim
grants Purchaser a non-exclusive, non-transferable and limited license to injunctive relief or such other relief that may be available under applicable
use Metso Outotec’s Intellectual Property Rights in the Goods for the sole law. e.) This clause shall survive performance or any earlier termination of
purpose of installing, commissioning, operating and maintaining the Goods. the Contract for whatever reason and shall remain valid for period of ten
Such license shall not include the right to disclose Metso Outotec’s years from the date of formation of the Contract.
confidential know-how or trade secrets to any third party or to grant any
21. Force Majeure. Each party shall have the right to suspend performance
sub-licenses. Any other use of such Intellectual Property Rights, including,
of its obligations under the Contract and be entitled to an extension of the
without limitation, its copying or use for a modification, duplication or
delivery time for the Goods to the extent that such performance is impeded,
replication of the Goods, is not permitted.
made unreasonable onerous or impossible by circumstances beyond its
19. Third Party Intellectual Property Rights. Metso Outotec shall indemnify control, including without limitation epidemics, pandemics and an
and hold Purchaser harmless from any claim by a third party (including unforeseeable outbreak of endemics, industrial disputes, governmental or
reasonable attorneys’ fees) that the use of the Goods by Purchaser in legislative activities or restraints, exceptional weather conditions, fire,
accordance with the Contract constitutes an infringement or alleged earthquake, flood and other acts of nature or disasters, war (whether
infringement of any Intellectual Property Rights of such third party, provided declared or not), military mobilisation, insurrection, embargos and trade
that Purchaser (i) promptly notifies Metso Outotec in writing of the claim, (ii) sanctions, shortage of transport, general shortage of materials and
allows Metso Outotec full control of the defence and any related settlement restrictions in use of power (“Force Majeure”). The affected party shall as
negotiations, (iii) fully cooperates with Metso Outotec in the defence, (iv) soon as possible after becoming aware of such event and its cessation notify
Metso Outotec shall not be liable for any infringement or alleged the other party in writing. Each party shall have the right to terminate the
infringement resulting from any design, specification or other information Contract if the Contract has been suspended for more than six months and
or a combined operation with other equipment that is provided by or on Purchaser shall pay Metso Outotec the proportion of the Contract Price
behalf of Purchaser, and (v) Purchaser shall in no event compromise or settle reflecting the progress of the work under the Contract up to the effective
any proceedings or claims in connection with such infringement or alleged date of termination as well as all reasonable costs in connection with the
infringement or otherwise act against the reasonable interests of Metso premature ending of the Contract.
Outotec. In the event the Goods are held to be infringing and the use of the
22. Default. Each party shall have the right to terminate the Contract by a
same is enjoined, Metso Outotec shall, at its own expense and sole
written notice after having given the other party not less than 60 days’
discretion, either procure the right to continue using the Goods, replace the
written notice to rectify any material default, breach or repudiation of the
Goods with non-infringing equivalents, or modify the Goods to eliminate
Contract. Metso Outotec shall also have the right to terminate the Contract
such infringement. Purchaser shall have the right to select its own counsel
if new or changed export control laws and regulations come into force after
to participate in any proceedings or negotiations at Purchaser’s expense. All
the date of formation of the Contract that prevent Metso Outotec from
other rights and remedies of Purchaser for an infringement of Intellectual
obtaining any required individual export authorisation. Unless the Contract
Property Rights are excluded.
is terminated due to a default or breach by Metso Outotec to perform any
20. Confidentiality. a.) Each party recognises the proprietary and of its material obligations under the Contract, Purchaser shall pay Metso
confidential nature of the other party’s commercial, technical, financial and Outotec the proportion of the Contract Price reflecting the progress of the
operational information and know-how relating to its business, facilities, work under the Contract up to the effective date of termination as well as
products, techniques and processes, including, without limitation, the all reasonable costs in connection with the premature ending of the
Goods and any information derived therefrom (“Confidential Information”) Contract. Any provisions that by their nature or otherwise reasonably should
and undertakes to hold in strict confidence any Confidential Information, survive termination of the Contract shall survive a termination of the
whether marked confidential or not, and shall take all reasonable Contract, including without limitation clause 18 (Intellectual Property
precautions to prevent the same in whole or in part from becoming available Rights), clause 20 (Confidentiality), clause 28 (Limitation of Liability), and
to any third party. The receiving party undertakes to use Confidential clause 29 (Governing Law and Disputes).

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23. HSE Requirements. a.) Purchaser shall take necessary measures to and howsoever the same may arise, including without limitation payment of
prevent health hazards and risk of injury or damage on any Purchaser liquidated damages, claims, costs, liabilities, and damages shall not exceed
premises or sites as required by applicable laws or as set out as Metso 10% of the Contract Price excluding Metso Outotec’s defects liability as set
Outotec’s minimum HSE requirements below and shall provide Metso out in clause 15 a.) and 100% of the Contract Price including Metso Outotec’s
Outotec sufficient access to such premises or sites as required for work defects liability as set out in clause 15. a.) Metso Outotec shall in no event
under the Contract. Metso Outotec shall comply with all reasonable safety, be liable under or in connection with the Contract, whether based on
induction and other site regulations provided to Metso Outotec prior to its warranty, contract, strict liability, tort (including negligence) or any theory
representatives entering such premises or sites. b.) Metso Outotec’s of law whatsoever and howsoever the same may arise, for any loss of
minimum HSE requirements include radiation levels not exceeding 0.4 uSv/h, contract, loss of goodwill, loss of market, loss of actual or anticipated profit,
safe transportation, safe working conditions at heights, use of proper safety loss of use, loss of production, loss of revenue, loss of opportunity, loss by
devices and personnel protective clothing, strict avoidance of asbestos, reason of shut-down or non-operation, increased expenses of operation,
chemical and toxic exposure, relevant sorting, recovery, treatment and claims from customers of Purchaser, higher financing costs, or costs of repair
handling of electronic, electrical and other waste, chemicals and hazardous or replacement of equipment other than the Goods, or for any similar
substances, and compliance with all registration and reporting obligations. pecuniary loss whatsoever, even if it had been advised of the possibility of
Failure to comply with Metso Outotec’s minimum HSE requirements shall be such, or for any indirect, incidental, consequential, special, exemplary or
a material default for the purpose of clause 22. punitive damages or losses. c.) Nothing in this clause shall exclude or restrict
24. Metrics. The Goods may include an equipment data recording and any liability in any case of fraud, gross negligence (an act or failure to act
transmission system (“Metrics”) with different data levels depending on the which seriously and substantially deviates from normal industry practice and
service level agreed with Metso Outotec. Purchaser agrees that certain data which is in reckless disregard of, or indifference to, the harmful
including equipment details, operational data, time data and position data consequences thereof) or wilful misconduct (a conscious, voluntary and
may be recorded, transmitted, stored, analysed and evaluated by Metso deliberate act or failure to act which seriously and substantially deviates
Outotec and its Affiliates and relevant suppliers, consultants and distributors from normal industry practice and is done with the intention of causing or in
for online reporting services and offering and recommending certain goods disregard of the harmful consequences thereof, but excluding any error of
and services to Purchaser. Purchaser further agrees that Metso Outotec may judgement, mistake, act or omission, whether negligent or not, made in
use such data, along with other data, on an anonymous and aggregated basis, good faith) or shall exclude or restrict any liability towards third parties or
to test, develop, evaluate, improve and enhance its goods and services and which cannot by mandatory law be excluded or restricted.
to create derivative works based on such data. Such data shall be trade 29. Governing Law and Disputes. The Contract shall, unless otherwise
secrets of Metso Outotec. Subject to payment of the Contract Price and all agreed in writing, be governed by and construed in accordance with the
agreed additional fees, Metso Outotec herewith grants Purchaser a non- laws of Ontario, Canada, excluding its choice of law provisions and the
exclusive and non-transferable right to use Metrics for the sole purpose of
United Nations Convention on the International Sale of Goods (CISG). Any
managing its equipment during the agreed term. Purchaser shall not copy or
modify any part of Metrics or create any derivative works from Metrics, use dispute, controversy or claim arising out of or relating to the Contract, or
or provide Metrics on a white-labelled basis or otherwise for the benefit of the breach, termination or validity thereof, shall be finally settled by
any third party or use any materials or communications facilities provided arbitration in accordance with the Rules of the Canadian Arbitration
by Metso Outotec other than for the purposes of Metrics. Metso Outotec Association by three arbitrators appointed in accordance with said rules.
shall not publish or use any data which identifies Purchaser or any individual The arbitration shall take place in Toronto, Ontario. The language of the
user to provide goods or services to other customers of Metso Outotec. arbitration proceedings shall be English. THE PARTIES EACH HEREBY
25. Trade Sanctions. Each party warrants that as of the date of the Contract KNOWINGLY, VOLUNTARILY AND INTENTIONALLY IRREVOCABLY
it or any entity or person that has direct or indirect control of fifty percent
WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND
or more of its shares ("Beneficiaries") are not subject to any economic, trade
or financial sanctions or other trade restrictions administered or enforced ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
by the United Nations, the European Union, the United States of America or ARISING OUT OF OR RELATING TO THIS CONTRACT. THE PARTIES
any other relevant jurisdiction, including, without limitation, the EU EACH AGREE THAT THEY WILL NOT FILE ANY MOTION OR
Consolidated list of persons, groups and entities subject to EU financial ASSERT ANY DEFENSE IN ANY SUCH PROCEEDING THAT IS
sanctions, the U.S. Treasury Department Office of Foreign Assets Control list INCONSISTENT WITH THE FOREGOING AGREEMENTS, WAIVERS,
of Specially Designated Nationals and Blocked Persons or any similar list
CONSENTS OR STIPULATIONS.
maintained by any EU member state or the country of registration of
Purchaser or Metso Outotec ("Sanctions"). A breach of this warranty shall
30. Claims. Each party shall take all measures as reasonably may be expected
be a material default for the purpose of clause 22. Each party agrees that if
in order to mitigate and diminish the damages and losses which the party
at any time after the date of formation of the Contract it or any of its
may face due to any action or omission made by the other party. All claims
Beneficiaries become subject to any Sanctions, whether introduced before
under or related to the Contract must be made within latest two years (or
or after such date, which prohibit or restrict a party's performance of or
such longer period as may be required by mandatory law) from Delivery or
rights under the Contract, or the performance of the Contract exposes such
the date of termination of the Contract and shall be barred upon the expiry
party, or creates a risk of such party being exposed, to any Sanctions,
of such time period.
including, without limitation, any extraterritorial or secondary sanctions, the
other party may suspend or terminate the Contract upon such Sanctions 31. Miscellaneous. The parties acknowledge and agree that (i) they have not
becoming effective. relied on any previous written, oral or implied representation, inducement
or understanding of any kind or nature, (ii) the Contract embodies the entire
26. Permits. Metso Outotec shall obtain and maintain all permits and
agreement between the parties with respect to the subject matter thereof,
licenses required under applicable laws to design, manufacture and supply
(iii) the Contract may not be amended except in writing and signed by the
the Goods. Purchaser shall obtain and maintain all permits and licenses
duly authorised representatives of both parties, (iv) in the event that any
required under applicable laws for the installation and operation of the
provision of the Contract becomes invalid, the remainder of the Contract
Goods including without limitation all environmental permits.
shall not be affected and the parties shall attempt through negotiations in
27. Assignment. Neither party shall assign the Contract or its rights and good faith to replace these with provisions corresponding as closely as
obligations under the Contract without the express written consent of the possible to the original intention, (v) no failure, delay or forbearance by a
other party, provided that Metso Outotec may subcontract part of the work party to require performance of, exercise or enforce any right or remedy
under the Contract. under the Contract shall be deemed or construed in any manner as a waiver
28. Limitation of Liability. a.) Metso Outotec’s aggregate maximum liability of the right or remedy or of any other rights or remedies nor shall such
for any and all costs, losses and damages of any sort and for whatever failure, delay or forbearance operate as a bar to the exercise or enforcement
reason, resulting from or in any circumstance connected with the Contract of the right or remedy at any time of times thereafter, and (vi) a waiver of
or the use or delivery of the Goods, whether based on warranty, contract, any right or remedy conferred by the Contract shall only be effective if it is
strict liability, tort (including negligence) or any theory of law whatsoever given in writing and expressly refers to the relevant right or remedy.

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32. Special Conditions. The parties agree that the attached special
conditions, if any, shall form part of the Contract and shall have priority over
these general conditions.
33. COVID 19. In the event that the coronavirus known as “2019-nCoV” or
“COVID-19”, or any restrictions, directions or other measures to prevent or
limit the spreading of COVID-19 by any government or regional or local
authority, create circumstances where any provision or receipt of the work
under the Contract is impeded, made unreasonable onerous or impossible
or would require either party to take unreasonable risks not to obey
recommendations, instructions or orders given by the competent
authorities relating to travelling or public safety and health or general order,
either party shall be entitled to suspend the work under the Contract by
written notice to the other party. If the suspension continues for six months
or more, either party shall have the right to terminate the Contract by
written notice.

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