AGREEMENT FOR PURCHASE OF PRECAST

CONCRETE MACHINERY

Between

PT Wijaya Karya Beton

Bekasi 17411
Indonesia

and

ELEMATIC Oyj
37801 Akaa
Finland
 2

PURCHASE AGREEMENT

This agreement for purchase of precast concrete machinery (the "Agreement") is

made between

PT Wijaya Karya Beton,

a limited liability company organized and existing under the

laws of Indonesia as the buyer (hereinafter called ‘Buyer’),
with its principal place of business located at:
Jalan Raya Jatiwaringin No.54,
Pondok Gede,
Bekasi 17411

and

ELEMATIC Oyj,

a limited liability company organized and existing under the

laws of Finland as the seller (hereinafter called ‘ELEMAT-
IC’), with its principal place of business located at:

ELEMATIC Oyj
37801 Akaa
Finland

(hereinafter together “Parties”)

Buyer shall purchase from ELEMATIC equipment for manu-

facture of precast concrete components and the defined re-
lated services under the following terms and conditions:

1. Equipment
ELEMATIC shall provide Buyer and Buyer shall purchase
the equipment listed in Appendix 2 ("Equipment") according
to the Delivery Schedule specified in Appendix 4.

2. Services

ELEMATIC shall also provide Buyer with services related to

the Equipment according to the terms provided in Appen-
dix 5 (“Services”).
 3

3. Purchase Price and Terms of Payment

In consideration for the Equipment and the Services the

Buyer shall pay to ELEMATIC the total purchase price
EUR add amount (add amount 00/100) (here-inafter
called the "Purchase Price"), according to the terms of
payment provided in Appendix 3.

4. Delivery Terms

Equipment shall be delivered to Buyer CIP Jakarta, Indo-

nesia (according to Incoterms 2010 of the International
Chamber of Commerce) as defined in the Delivery Sched-
ule of Appendix 4. The Dispatch Dates are provided in the
Delivery Schedule in Appendix 4.

Any major changes to this Agreement regarding Equipment

will result in appropriate postponements of Dispatch Due
Dates.

In case the start of the project (i.e. start of the delivery time)
is delayed for more than 3 months from the date of this
purchase agreement, Elematic reserves the right to update
the freight price.

5. General Terms and Conditions

The ELEMATIC General Terms and Conditions attached as

Appendix 6 shall apply to this Agreement.

The general terms and conditions attached as Appendix 12

(ORGALIME General Conditions for the Supply of Mechan-
ical, Electrical and Electronic Products – S 2012) shall also
apply to this Agreement.

6. Operating the Equipment

Buyer commits to operate the Equipment in accordance

with the instructions given in Owner’s Manual and with
genuine ELEMATIC spare and wearing parts as well as
 4

with the requirements of Appendix 11 (Requirements –

Concrete Technology for precast industry).

7. Technical Data
Buyer will provide ELEMATIC with necessary Technical Da-
ta as described in Appendix 8 in accordance with the Deliv-
ery Schedule contained in Appendix 4.

8. Documentation

ELEMATIC shall provide Buyer with the maintenance and

operation manuals and other documents necessary for the
operation and maintenance of Equipment as defined in Ap-
pendix 9.

9. Warranty
ELEMATIC undertakes to remedy defects resulting from
faulty design, materials or workmanship under normal op-
eration and proper maintenance conditions of the Equip-
ment.

If Buyer uses the Equipment for more than eight (8) hours
per day or more than five (5) days per week, the period of
warranty shall be reduced by ELEMATIC accordingly.

The warranty is subject to Buyer’s compliance with ELE-

MATIC's instructions regarding use and maintenance of
Equipment. The warranty provided for in this paragraph
shall not apply to normal wear and tear during the Warranty
Period.

Further conditions of warranty are given in Appendix 10.

10. Notices
Any Formal Notices relating to the Agreement shall be in
writing and shall be deemed to have been duly served if
hand delivered or sent by facsimile or within Finland by first
class registered or recorded delivery post and outside Fin-
land by registered airmail post (or if registered mail is not
possible by normal mail/airmail) correctly addressed, post-
age prepaid to the relevant party’s below address or at
such other address as either party may designate from time
to time in accordance with this Clause.

Because of the unreliability of the email-messages, notices

delivered per email shall not be deemed to have been duly
served.
 5

Any notice shall be deemed to have been served:

- if hand delivered at the time of delivery by posting

through the letter box;

- if sent by facsimile within 1 (one) hour of transmission

during business hours at its destination or within 24
(twenty four) hours if not within business hours; but sub-
ject to proof by the sender that it holds an acknowl-
edgement confirming receipt of the transmitted notice in
readable form; and

- if sent by post within 48 (forty-eight) hours of posting

(exclusive of the hours of Sunday) if posted to an ad-
dress within the country of posting and 7 (seven) days
of posting if posted to an address outside the country of
posting.

Formal Notice to Buyer shall be addressed to:

PT Wijaya Karya Beton

Jalan Raya Jatiwaringin No.54,
Pondok Gede,
Bekasi 17411

Indonesia
Telefax: +62 21 8497 3391

Formal Notices may not effectively be made to the Repre-

sentative of the Buyer.

Formal Notice to ELEMATIC shall be addressed to:

ELEMATIC Oyj
P.O.Box 33
37801 Akaa
Finland
Telefax: +358 3 549 5300

Formal Notices may not effectively be made to the Repre-

sentative of ELEMATIC.

11. Assignment / Right to transfer the Agreement

Neither Party shall be entitled to assign or transfer this

Agreement and/or any rights or obligations arising there-
from to any third party without the prior written consent of
the other Party. Despite the foregoing, Elematic shall have
 6

the right to assign and transfer this Agreement to a compa-

ny pertaining to the same group of companies with permis-
sion in advance to WB.

12. Order of appliance

The Parties acknowledge that this Agreement consists of

the Main Agreement ___ [number of pages] pages, and its
___ [number of appedices] appendices, the total number of
pages being ___[total amount of pages]. ELEMATIC's
agreement to provide products and services is expressly
conditioned on Buyer's assent to all of the terms and condi-
tions set forth in this Agreement, including the attached ap-
pendices.

In case of conflicting contents the Main Agreement and the

Appendices shall be applied in the following order:

A. Main Agreement

B. Appendices, in the following order:

b.1. Appendix 1: Definitions

b.2. Appendix 2: Equipment list
b.3. Appendix 3: Payment Schedule
b.4. Appendix 4: Delivery Schedule, Delivery Terms
b.5. Appendix 5: Supervision Services
b.6. Appendix 6: ELEMATIC General Terms and
Conditions
b.7. Appendix 7: Initial Recommendation Factory
Layout & Cross-section Drawing

b.8. Appendix 8: Technical Data to be Provided by

Buyer
b.9. Appendix 9: Documentation to be Provided by
ELEMATIC
b.10. Appendix 10: General Warranty
b.11. Appendix 11 Not Applicable
b.12. Appendix 12:

ORGALIME General Conditions for

the Supply of Mechanical, Electri-
cal and Electronic Products – S
2012
 7

13. Signatures
This Agreement replaces, supersedes and renders null and
void all previous quotes, verbal agreements, or other un-
derstandings related to the equipment, parts, and services
referred to herein. The terms of this Agreement may not be
amended or superseded, except by written agreement duly
signed by both Parties.

In witness whereof, the parties hereto have caused this

Agreement to be executed by their officers thereunto duly
authorized as of the date set forth above. This Agreement
is made in two identical copies, one for each party hereto.

On ___th of _____________ 2019

ELEMATIC OYJ PT Wijaya Karya Beton,

_______________________ _______________________
 8

LIST OF APPENDICES

- Appendix 1: Definitions
- Appendix 2: Equipment list
- Appendix 3: Payment Schedule
- Appendix 4: Time Schedule, Delivery Terms
- Appendix 5: Supervision Services
- Appendix 6: ELEMATIC General Terms and Conditions
- Appendix 7: Initial Recommendation Factory Layout & Cross-section
Drawing
- Appendix 8: Technical Data to be Provided by Buyer
- Appendix 9: Documentation to be Provided by ELEMATIC
- Appendix 10: General Warranty
- Appendix 11: Not applicable
- Appendix 12: ORGALIME General Conditions for the Supply of Mechani-
cal, Electrical and Electronic Products – S 2012
 APPENDIX 1

DEFINITIONS

Approval: Shall mean written Approval by Buyer's Representative or

ELEMATIC's Representative.

Delivery Schedule: Shall mean the original delivery schedule incorporated

herein as Appendix 4.

Equipment: Shall mean all ELEMATIC-supplied equipment described in

Appendix 2.

Elematic Location: Shall mean primarily Elematic’s office in Akaa Finland, but
may from case to case also mean location of a subcontrac-
tor of Elematic.

Factory: Shall mean the precast concrete plant owned and operated
by Buyer or the same group of companies, Indonesia,
which is the intended place of use of Equipment.
.

Final Recommendation Factory Layout & Cross-section Drawing:

Shall be drafted by ELEMATIC based on the Technical Da-

ta provided by Buyer in accordance with Appendix 8 and
the Initial Meeting.

Formal Notice: Notice by a Party to the other regarding the Agreement,

which can have significant consequences or are otherwise
significant in relation to the Agreement, such as typically,
but not limited to: notice of cancellation, notice of delay, no-
table changes of plans, reclamations of all kind, new con-
tact information and similar.

Initial Recommendation Factory Layout & Cross-section Drawing:

Shall mean Appendix 7, which shall be drafted by ELE-

MATIC based on the initial information provided by Buyer
and is subject to change.

L/C: Shall mean the letter of credit opened by Buyer, described

in more detail in Appendix 3.

Local Equipment: Shall mean equipment, which shall form part of the Factory
and shall be purchased locally by Buyer.
 2

Technical Data: Shall mean all information required by ELEMATIC from

Buyer in order to be able to deliver Equipment, including,
but not limited to: proposal for the factory lay-out, which
shall include the location of Equipment and recommended
locations of electrical power and water connection points
and other information necessary for the detailed design of
Factory by Buyer and the technical data required for design
of Equipment itself.

Buyer's Representative:

Shall mean the representative duly authorized by Buyer to

represent it regarding the practical matters in conjunction
with the supply, the possible erection and commissioning of
the Equipment. (However, Formal Notices may not effec-
tively be made to the Representative).

Buyer’s Representative is:

[Mr xxxxxxxxxxxx]
[Address]
[Tel. no/Mobile no]
[Fax]
[E-mail]

ELEMATIC's Representative:

Shall mean the representative duly authorized by ELEMAT-

IC to represent it regarding the practical matters in conjunc-
tion with the supply, the possible erection and commission-
ing of the Equipment. (However, Formal Notices may not
effectively be made to the Representative).

ELEMATIC’s Representative is:

Mr Riku Lehtonen
P.O.Box 33
37801 Akaa
Finland
Mob. +358 40 751 3207
Fax +358 3 549 5300
E-mail: riku.lehtonen@elematic.com
 1

APPENDIX 2

[ADD HERE EQUIPMENT LIST]

 1

APPENDIX 3
TERMS OF PAYMENT ON EQUIPMENT

1. The Purchase Price does not include customs duties or

sales, use, excise or any similar taxes, fees or governmen-
tal assessments and similar, which may apply to Equipment
in the country of Buyer, all of which costs, charges, premi-
ums, fees, duties or taxes in the country of Buyer will be the
responsibility of Buyer and for Buyer's account.

2. Buyer shall pay the Purchase Price as follows:

2.1 Buyer shall pay 30 % of Purchase Price to ELEMATIC by

telegraphic transfer as an advance payment not later than
___th of ___________ 20___.

[NOTE! Be prepared that the customer requires guaran-

tee for the advance payment.

2.2 Buyer shall open an irrevocable letter of credit (hereinafter

called “L/C”) for 70% of Purchase Price by ___th of
____________ 20___ at the latest.

2.3 Delivery time is counted from the date, when all the follow-
ing actions have been completed:

a) ELEMATIC has received the advance pay-

ment,
b) Buyer has opened the L/C as above,
c) Buyer has delivered all Technical Data to
ELEMATIC according to Appendix 8,
d) Buyer has accepted the Final Recommenda-
tion Factory Layout & Cross-section Drawing
prepared by ELEMATIC and the possible
Amendment Agreement (as defined below)
has been reached.

After actions a) and c) above have been completed by the

Buyer, ELEMATIC will start working on Final Recommenda-
tion Factory Layout & Cross-section Drawing.

2.4 If Technical Data provided by Buyer causes such changes

in the major dimensions or other specifications, which effect
Appendix 7 (Initial Recommendation Factory Layout &
Cross-section Drawing) or ELEMATIC’s other possible de-
sign of Equipment, Parties note that the changes will also
be reflected to the Price and Delivery Schedule and may
 2

also require other changes to the Agreement (“Amendment

Agreement”).

ELEMATIC shall in such a situation without delay after

identifying the situation, provide a Formal Notice to Buyer
informing of the situation.

If the Parties have not reached an agreement on the in

ELEMATIC’s opinion necessary amendements to the
Agreement within 30 days after ELEMATIC’s Formal No-
tice, ELEMATIC shall have the right to cancel the Agree-
ment. In such a situation Buyer shall be liable for all the
costs and expenses of ELEMATIC relating to the Agree-
ment.

2.5 In case Buyer is in delay on fulfilling any of the obligations

of Section 2.3 a-d above the delivery schedule (Appendix
4) will be automatically postponed accordingly (day to day)
and the Parties will agree on other possible amendments
ELEMATIC considers necessary to this Agreement.

However, if the Parties have not reached such an agree-

ment within 30 days after the due date (of Appendix 4) of
the first delayed Buyer’s obligation of the Section 2.3 a-d,
ELEMATIC shall have the right to cancel the Agreement. In
such a situation Buyer shall be liable for all the costs and
expenses of ELEMATIC relating to the Agreement.

2.6 All the expenses incurred to ELEMATIC because of the de-

lay of Buyer, such as typically the expenses of warehous-
ing, shall be borne by Buyer.

3. The payments from L/C to ELEMATIC's account shall be

released as stipulated in the attached model of L/C.

4. ELEMATIC bank connection:

OP Corporate Bank plc

Account IBAN FI36 5000 0120 2369 96
SWIFT: OKOYFIHH
 1

TERMS AND CONDITIONS FOR THE LETTER OF CREDIT

Instructions for opening a documentary credit:

Payment shall be effected by an Irrevocable Documentary Credit issued by

______________________ (Buyer’s bank acceptable to the Seller) in a form acceptable to
the Seller.

The Credit shall be advised to the Seller through

OP Corporate Bank plc

P.O. Box 308
FI-00013 OP, Finland
Swift code: OKOYFIHH

not later than 2 weeks after signing the contract

40A FORM OF DOCUMENTARY CREDIT Irrevocable

31C DATE OF ISSUE

31D DATE AND PLACE OF EXPIRY Date of expiry should be set 3 weeks after
latest date of shipment

Place of expiry has to be in Finland

51A APPLICANT BANK Any first class bank whose credits the
advising bank is able to confirm, prefera-
bly a correspondent to the advising bank

50 APPLICANT PT Wijaya Karya Beton,

59 BENEFICIARY Elematic Oyj
P.O. Box 33
FIN-37801 Akaa
Finland

32B CURRENCY CODE, AMOUNT EUR (add amount)

41A AVAILABLE WITH…BY At sight

43P PARTIAL SHIPMENT Allowed

43T TRANSHIPMENT Allowed

44A LOADING ON BOARD/DISPATCH/TAKING IN CHARGE AT/FROM

EU

44B FOR TRANSPORT TO Indonesia

44C LATEST DATE OF SHIPMENT The latest date of shipment should be set
23 weeks after the LC is in
acceptable form for Elematic Oyj

45A DESCRIPTION OF GOODS AND/OR SERVICES Precast concrete machinery and

equipment [(incl. supervision services)]

terms
46A DOCUMENTS REQUIRED
47A ADDITIONAL CONDITIONS
71B DETAILS OF CHARGES
48 PERIOD OF PRESENTATION
49 CONFIRMATION INSTRUCTIONS
2
CIF Tanjung Priok Port, Jakarta (Inco-
2010)
Doc.1 Signed commercial invoice in one original
and two copies stating 100% of the total
CIP value of goods
Doc. 2 Full set of clean on board marine Bill of
Lading marked “Freight prepaid” and
made out to order, blank endorsed and
notifying Applicant
Doc. 3 Packing list in one original and two copies
Doc. 4 Insurance policy or certificate covering
110% of the total CIP value
Doc. 5 Certificate of origin
The total CIP value of the goods is EUR
(add admount) of which a down payment
of 30% i.e. EUR [add advance payment
amount] has been paid outside of this
credit.
70% of the total CIP value of goods i.e.
EUR [add sum] shall be payable against
documents nos. 1, 2, 3, 4 and 5.
Deck freight allowed.
Banking charges in Finland for the
account of Beneficiary, all other banking
charges outside Finland for account of
Applicant.
Documents to be presented within 21
days after issuance of the transport
document(s) but within the validity of
the credit.
Confirm
 3

APPENDIX 4

DELIVERY SCHEDULE, DELIVERY TERMS

1. Dispatch Date means the date Equipment is scheduled to

be shipped from the factory. The dispatch of Equipment
shall be made in separate shipments ("Lots") as described
below. The description of the Lots contains only certain ma-
jor items. The detailed contents of each Lot shall be deter-
mined by ELEMATIC in its discretion.

2. Buyer's Representative and ELEMATIC's Representative

shall meet in Finland, together with other members of their
project teams (“Initial Meeting”). The Parties shall agree the
timing of the Initial Meeting to the time after the Buyer has
provided all the Technical Data in accordance with the Ap-
pendix 8. The purpose of this Initial Meeting shall be to con-
firm all the specifications and details of Factory, process,
Equipment and Local Equipment. All connection details be-
tween ELEMATIC's delivery and other parts of Factory will
be confirmed in the Initial Meeting to safeguard proper and
correct functioning of Factory.

Buyer acknowledges that Initial Meeting is considered es-

sential to the successful Delivery.

3. Delays by Buyer in meeting Buyer's scheduled obligations

(such as advance payment, opening of L/C, delivery of re-
quired technical data, accepting the final factory layout and
cross-section drawing) will result in corresponding delays in
the Delivery Schedule and may have also other conse-
quenses as further defined in Appendix 3 unless otherwise
expressly agreed in writing by ELEMATIC.

All the expenses incurred to ELEMATIC because of the de-

lay of Buyer, such as typically the expenses of warehous-
ing, shall be borne by Buyer.

4. In accordance with the above, the following schedule con-

tains the estimated Dispatch Dates for Equipment:
 4

Activity Responsible Date Delivery term

Party
Order Buyer 11.01.2019 -

ELEMATIC has received ad- Buyer 2 weeks from -

vance payment the date of the
order
Buyer has opened an L/C 2 weeks from
which has been accepted by the date of the
ELEMATIC order
Buyer has delivered all Buyer 2 weeks from
Technical Data according to the date of the
Appendix 8 order
Initial Meeting Buyer & TBA -
ELEMATIC
Elematic has delivered the ELEMATIC
Final Recommendation Fac-
tory Layout and Cross-
section Drawing

Buyer has accepted the Final Buyer

Recommendation Factory
Layout and Cross-section
Drawing and possible
amendments to the Agree-
ment
Dispatch of Lot #1 ELEMATIC Dispatch Date: EX WORKS
Finland
Beds and abutments.Pos. 1.1 8 weeks from
and1.3. when Buyer has
accepted the
Final Recom-
mendation Fac-
tory Layout and
Cross-section
Drawing and
possible
amendments to
the Agreement

Dispatch of Lot #2 ELEMATIC Dispatch Date: EX WORKS

Finland
Other_equipments. 18 weeks from
when Buyer
has accepted
the Final Rec-
ommendation
Factory Layout
and Cross-
 5

section Draw-
ing and possi-
ble amend-
ments to the
Agreement

5. Equipment shall be packed in seaworthy packing. ELEMAT-

IC shall furnish appropriate anti-corrosion compounds or
coating, protective wrapping and/or packing, as it considers
suitable.

6. In the event that ELEMATIC announces Equipment ready

for dispatch fourteen (14) or more days later than the last
Dispatch Date, ELEMATIC shall pay to Buyer as contractu-
al penalty damages zero-point-five (0.5) percent of the total
value of the delayed portion of Equipment for each 7 days’
delay. Maximum amount of contractual penalty shall be five
(5) percent of the total value of the delayed portion of
Equipment.
 1

APPENDIX 5

SUPERVISION SERVICES

In relation to the installation of Equipment ELEMATIC shall

provide to Buyer the technical assistance and supervision
services described below in this Appendix and under the
terms and conditions herein.

1. ELEMATIC Technicians
ELEMATIC shall send supervisor(s) (hereinafter jointly
“ELEMATIC Technicians) to Factory. ELEMATIC shall be
entitled to, at its discretion, arrange ELEMATIC Techni-
cians to be sent by any third party supplier to take care of
all ELEMATIC’s in this Appendix 5 defined obligations.
Even in such case ELEMATIC shall be liable for the actions
and omissions of ELEMATIC Technicians in accordance
with the provisions of this Agreement.

2. Preconditions to the sending of ELEMATIC Technicians

The sending of ELEMATIC Technicians to Factory shall be

done only after Buyer has in writing confirmed that the fol-
lowing preconditions regarding Factory have been fulfilled:

- The foundations and floors have been finished, except

for the possibly needed grouting, which shall be made
after the installation.
- The interiors of Factory have been cleared of all objects,
which could interfere the installation.
- The surroundings of Factory have been sufficiently lev-
elled and are sufficiently strong to sustain the in the in-
stallation required mobile cranes and other heavy vehi-
cles.

3. The duties of ELEMATIC Technicians

The specifications and details of Factory, process, Equip-

ment and Local Equipment, all connection details between
ELEMATIC's delivery and other parts of Factory have been
confirmed in the Initial Meeting to safeguard proper and
correct functioning of Factory.

ELEMATIC Technicians shall provide assistance to Buyer

for Buyer to in practice execute the installation.

ELEMATIC Technicians shall be permitted to supervise test

runs and adjustments to Equipment, adjustments to the
 2

concrete mix and other parameters affecting the perfor-

mance of Equipment and the quality of the product.

4. Regarding Duties of Buyer

All of the necessary and applicable raw materials, labour,

consumables, power, fuel, hauling equipment and opera-
tors are to be provided by Buyer and made available at no
cost to ELEMATIC for test runs and other reasonable ac-
tions during the supervision period.

The available concrete must be of quality, which allows the

production of precast elements and which corresponds to
the requirements.

Division of other liabilities has been defined in the attached

schedule taken as part of this Appendix 5.

5. Period of Supervision, Service time

The supervision period is estimated to take five weeks ser-

vice weeks. A week of service time is defined as max 58
hours and max 6 days, including ELEMATIC Technicians’
time for air travel or driving from ELEMATIC Location to
Buyer’s location and from Buyer’s location to ELEMATIC
Location. A working day of ELEMATIC Technicians is max
10 hours. ELEMATIC Technicians shall be entitled to Finn-
ish public holidays.

6. Additional services
Buyer may request additional services from ELEMATIC
during and/or after the supervision period has concluded.
Such additional services shall be approved by ELEMATIC
in its discretion and charged to Buyer at ELEMATIC's cus-
tomary rates.

Services of ELEMATIC Technicians beyond 58 hours/week

or 10 hours/day or beyond the estimated start-up period
shall be considered additional services, and shall be at
Buyer’s expense.

All additional services shall be charged at ELEMATIC’s

customary rates, which are subject to change by ELEMAT-
IC from time to time. The current rate is _______EUR per
one technician per hour.

7. Lodging and transportation expenses of ELEMATIC Technicians

Regarding services included in this Appendix, Buyer will

provide local lodging and transportation. Provided lodging
 3

must be at least Western 4-star hotel standard level. Airfare

or other travel costs from Elematic Location to the service
location and from the service location to Elematic Location
and other miscellaneous out-of-pocket costs shall be sepa-
rately invoiced to Buyer.

8. ELEMATIC’s right to suspend performance

If Buyer does not accept training from ELEMATIC or fails to

provide the resources required under this Agreement or if
the statement regarding the preconditions to be fulfilled be-
fore sending ELEMATIC Technicians in ELEMATIC’s con-
sideration has clearly been incorrect, ELEMATIC may sus-
pend performance of its obligations until Buyer accepts
such training or provides such resources or fulfils the pre-
conditions. Buyer shall pay ELEMATIC Technicians their
customary hourly rate during any such delay.

9. Payment terms

The price of the Supervision Services is included in the

Purchase Price.

10. Additional services’ payment terms

Possible additional services will be invoiced at the begin-

ning of each phase of service to be provided. Buyer must
pay all invoices for additional services within seven (7) days
after receipt of the invoice (by mail or FAX). If Buyer does
not make timely payment within seven (7) days, ELEMATIC
may suspend all further services until paid.

11. Applicable local fees

Buyer shall be solely liable for all applicable local inspec-
tion, licence, allowance or other official fees, taxes or simi-
lar.

12. Permits and approvals

The acquiring of all permits and approvals shall be at Buy-

er’s sole liability. ELEMATIC shall assist Buyer in every
reasonable way.

13. General remarks

For the sake of clarity Buyer specifically acknowledges that
in addition to the Services specifically defined in this Ap-
pendix 5 ELEMATIC is responsible only for the supply of
certain Equipment described in Appendix 2 of the Agree-
ment and that ELEMATIC shall not be responsible for such
other requirements as bringing the Equipment into opera-
 4

tion, including but not limited to erection of Equipment, con-

struction works and structural design and construction of
possible new parts of the building and possible alterations
of the existing buildings, including foundations and any in-
serts therein.

For the sake of clarity it is also noted that the limitations of

liability of Appendix 6 to the Agreement are applicable also
to the services rendered under this Appendix by ELEMAT-
IC to Buyer.

All warranties under the Agreement are subject to Buyer's

compliance with ELEMATIC's instructions regarding the
use and maintenance of Equipment.

The representations or warranties stated herein, if any, are

subject to and limited by the limited warranty and limitation
of liability provisions set forth in Appendix 10 of the Agree-
ment. No warranty under this Agreement shall extend be-
yond the applicable periods set forth in Appendix 10. All
implied warranties are excluded.
 5

Ar- Paid
ranged by
by

ELEMATIC

ELEMATIC
ITEM
NOTE

Buyer

Buyer
PERSONNEL
- Labor (mechanical, fitters, X X
welders)
- Labor (Electricians, automa- X X
tion)
- Production workers X X
- Helpers X X

FACILITIES
- Site office (furnished, w/ AC
and heating, lockable, min. __
m2) X X
- Internet connection at site X X
- IDD telephone line at site X X
 1

APPENDIX 6

ELEMATIC GENERAL TERMS AND CONDITIONS

These General Terms and Conditions shall form part of the

Agreement and shall be read in context with the Main
Agreement and its other Appendices.

1. Third Party Suppliers

In order to meet its delivery obligations hereunder, ELE-

MATIC may procure, at its discretion, any portion of the
Equipment from any third party supplier. Even in such case
ELEMATIC shall be liable for all portions of Equipment it
has purchased from a third party supplier.

2. Limitation of Liability

ELEMATIC's liability with respect to any claim relating to

the Agreement shall be limited to repair or replacement of
the Equipment. Buyer shall be entitled to no other remedy
regardless of the form of claim or cause of action, whether
based on contract, negligence, strict liability or otherwise.

In no event shall ELEMATIC be liable for any special, puni-

tive, incidental, indirect, consequential, collateral or other
damages, including any lost profits of Buyer in connection
with delays in performance or the failure of equipment to
meet specifications or the terms of this agreement. It is
specifically stated that in no event will ELEMATIC have any
liability whatsoever for use or loss of consumable materials.

ELEMATIC's aggregate liability with respect to the equip-

ment, or damages or defects arising from or relating to the
equipment, shall be limited to the monies paid by Buyer to
ELEMATIC for the Equipment manufactured by ELEMAT-
IC.

ELEMATIC will not reimburse Buyer for any expenses in-

curred by Buyer in repairing or replacing defective Equip-
ment, except for those incurred with the prior, written per-
mission of ELEMATIC.

Any and all duties, taxes, fees or other governmental

charges required to be paid in connection with the activities
undertaken pursuant to the Agreement will be borne by the
Party whose principle place of business resides in that
country levying said duty, tax, fee or governmental charge.
In no case will ELEMATIC have any liability for any income
 2

taxes outside Finland in relation to the implementation of

the Agreement.

Buyer acknowledges that ELEMATIC is responsible only for

the supply of certain Equipment described in Appendix 2 of
the Agreement and that ELEMATIC shall not be responsible
for such other requirements as bringing the Equipment into
operation, including but not limited to erection of Equip-
ment, construction works and structural design and con-
struction of possible new parts of the building and possible
alterations of the existing buildings, including foundations
and any inserts therein.

3. Commissioning

Equipment is considered to be commissioned at the latest

when the Buyer has put it partly or as a whole into such use
that Buyer is able to manufacture products for sale or for
further processing.

4. Assignment

Neither Party shall be entitled to assign or transfer this

Agreement and/or any rights or obligations arising there-
from to any third party without the prior written consent of
the other Party. Despite the foregoing, Elematic shall have
the right to assign and transfer this Agreement to a compa-
ny pertaining to the same group of companies.

5. Severance
Should any Paragraph of the Agreement be held unen-
forceable or invalid under the laws of Sweden or under the
laws of the country of Buyer or any political subdivision
thereof, then such Paragraph will be deemed modified to
the extent necessary to render it lawful and enforceable, or
if such modification is not possible without materially alter-
ing the intention of the parties hereto, then such Paragraph
will be deemed severed here from and the validity of the
remaining Paragraph will remain unaffected thereby.

6. Integration
The Agreement summarizes the negotiations of the parties
and constitutes the full understanding and entire Agree-
ment between them superseding any and all prior and writ-
ten understandings or Agreements related to the equip-
ment, parts and services referred to.
 3

7. Amendments
No term, condition, understanding or Agreement hereafter
purporting to modify or vary this Agreement will be binding
unless made in writing and signed by an authorized repre-
sentative of the party it binds.

8. Captions
The captions and headings contained in the Agreement are
for convenience only and are not part of the Agreement.

9. Calendar
All calendar references herein are to the Gregorian calen-
dar unless otherwise indicated.

10. Design Criteria for Equipment

All the design of Equipment shall be made according to

Seller's design criteria by following the European Union
norms. All measurements shall be according to SI-
measurement norms.

11. Secrecy
No party will disclose or publicize, except to a government
or government agency at its written demand, the commer-
cial terms of the Agreement without the prior written ap-
proval from the other party.

Buyer undertakes not to make any unauthorized disclosure

of any Confidential Information regarding ELEMATIC or the
Equipment.

Confidential Information shall mean any information, tech-

nical, commercial or of any other kind, especially however
the technology of the Equipment, whether written or oral,
except such information, which is or will be publicly known
or which has come to or will come to the public knowledge
in any way other than through the Buyer's breach of this
secrecy undertaking

Also non-intentional or non-negligent acts or omissions

shall be considered as breaches of contract under this se-
crecy clause.

This clause shall remain in force for 5 years from the date
of the Agreement.

12. Patents of ELEMATIC

Buyer acknowledges that several patents of ELEMATIC

have been taken advantage of in the Equipment. Buyer un-
 4

dertakes to in every way respect the patent rights of ELE-

MATIC.

13. Waiver
Failure by either party to the Agreement to assert any of its
rights upon breach of the Agreement will not be deemed a
waiver of such rights either with respect to that breach or
any subsequent breach, nor will any waiver be implied from
the acceptance of any payment or service. No written waiv-
er of any right will extend to or affect any other right such
party may possess, nor will such written waiver extend to
any subsequent similar or dissimilar breach.

14. Arbitration and Applicable Law

This Agreement will be governed by and constructed in ac-

cordance with the laws of Sweden, excluding its choice of
law provisions and without regard to the United Nations
Convention of Contracts for the International Sales of
Goods.

Buyer shall have right to only the remedies specifically

stated in this Agreement. No remedy, whatsoever, includ-
ing, but not limited to any adjustment, reduction, set-off,
compensation for losses or alike in connection with the
Agreement or any other remedy whatsoever available un-
der the Swedish Sale of Goods Act (1990:931 or its up-
dates), including, but not limited to the right to rescind the
Agreement shall be available to the Buyer.

Disputes arising out of or any way relating to this Agree-

ment or arising otherwise from the delivery of ELEMATIC
under this Agreement will be finally settled by one-man ar-
bitration in accordance with the rules of the Arbitration Insti-
tute of the Stockholm Chamber of Commerce. The arbitra-
tion shall be conducted in Stockholm. The language of the
arbitration shall be English.

15. Language of the Agreement

The language of the Agreement shall be English. All corre-

spondence and documentation relating to the Agreement
shall be drafted in English unless explicitly otherwise
agreed.

16. Steel price

 5

Elematic Oyj reserves the right to change equipment and

mold prices if steel price (LME Steel Billet, Cash Buyer)
changes more than +-3% from the date of the purchase
agreement. Mold prices will be adjusted with 50% of the
perceptual change in steel price and equipment price will
be adjusted with 30 % of the perceptual change in steel
price.

17. Software
Software license terms
In case the equipment includes software and materials li-
censed by the Licensor (ELEMATIC) and its suppliers, this
Product is protected by copyright laws and international
copyright treaties. Licensee (Buyer) shall have a limited,
non-exclusive, and non-transferable right to install and use
the Product according to the Product specifications and op-
erating manuals. Buyer is entitled to make necessary back-
up copies of the Product. All back-up copies must include
notices concerning the copyright and other rights of the Li-
censor. The Product is licensed, not sold. Licensee is enti-
tled to use the Product, subject to the payment of applica-
ble license and maintenance fees, strictly within one legal
entity and only for the internal business purposes of such
entity. Licensee shall not (i) modify, work around any tech-
nical limitations, decompile, disassemble, reverse-engineer,
or otherwise endeavour to examine the function or structure
of the Product, or create derivative works based on the
Product, or use detached files, libraries or other parts of the
Product in connection with third party software unless ex-
pressly permissible under the Product specifications; or (ii)
assign, transfer, sublicense, rent, pledge, or otherwise dis-
tribute or make available, the Product or Licensee’s limited
right to use the Product; save to the extent that is otherwise
expressly provided for by mandatory provisions of applica-
ble law.

Software delivery, installation and acceptance

The product shall be delivered for the Licensee by the de-
livery time defined in this agreement. Licensee is responsi-
ble to provide server according to specification provided by
the Licensor and remote connection to the server for the in-
stallation. After installation Licensee can test the software.
Software is considered to be approved by the Licensee
when approval is given or 60 days after installation at lat-
est. Defects, which do not prevent use of the product, shall
not prevent the acceptance of the delivery. Licensor shall
without undue delay remedy these errors in accordance
with the warranty. Software shall be accompanied by the
user manual written in English.
 6

Without releasing Licensor of any of its obligations under

this agreement, Licensor shall be entitled at any time, and
without prior notice to the Licensee, to use subcontractors
to perform some or all of its duties under this agreement.

Use of data
ELEMATIC has a right to access and use the data from
Elematic manufactured machines and software for research
and development purposes. Data can be used also to im-
prove Elematic services for the customer. Data can be only
shared anonymously as part of statistical information in-
cluding such many data sources that individual sources
cannot be identified. Otherwise data is considered as strict-
ly confidential under these General terms and conditions,
Clause 11.
 7

This Agreement will be governed by and constructed in accord-

ance with the laws of Singapore, excluding its choice of law pro-
visions and without regard to the United Nations Convention of
Contracts for the International Sales of Goods.

Buyer shall have right to only the remedies specifically stated in

this Agreement. No remedy, whatsoever, including, but not lim-
ited to any adjustment, reduction, set-off, compensation for loss-
es or alike in connection with the contract or any other remedy
whatsoever available under the Swedish Sale of Goods Act
(1990:931 or its updates), including, but not limited to the right
to rescind the contract shall be available to Buyer.

Undisputed payment demand issues will be solved in the Singa-

pore Court. If ELEMATIC so demands Singapore Court shall
pass judgment also in other dispute issues.

Otherwise disputes relating to this Agreement or arising other-

wise from the delivery of ELEMATIC under these terms and con-
ditions shall be resolved by one-man arbitration in accordance
with the Arbitration rules of the Singapore Chamber of Com-
merce. The arbitration will be conducted in Helsinki. The lan-
guage of the arbitration will be English.
 1

APPENDIX 7

INITIAL RECOMMENDATION FACTORY LAYOUT &

CROSS-SECTION DRAWING
 1

APPENDIX 8

TECHNICAL DATA TO BE PROVIDED BY BUYER

1. Factory Construction and Design

For the sake of clarity it is stated that Buyer shall be solely

responsible for the actual design and construction of the
Factory.

ELEMATIC shall recommend an adequate factory layout,

necessary to accommodate Equipment. This is however
only a recommendation based on ELEMATIC’s general
knowledge of Equipment and on the limited information
provided by Buyer. The following of the recommendation is
totally in the discretion of Buyer and by providing it ELE-
MATIC does not assume any liability of the design of the
Factory.

2. Technical Data required for the Equipment

Buyer acknowledges that ELEMATIC requires the below

defined information regarding the Equipment before it can
start to design the Equipment (“Technical Data”).

3. Changes
All changes, made after signing of this Agreement in the
major dimensions or specifications, which effect ELE-
MATIC's design of Equipment, shall have an effect on the
Price and Delivery Schedule. Buyer is solely responsible for
any information or data, which is provides to ELEMATIC.

4. Delay
The Technical Data has to be provided so that the engi-
neering, manufacturing and supply of Equipment will not be
delayed because of the unavailability of the final, correct
and complete technical information.

All the expenses incurred to ELEMATIC because of the de-

lay of Buyer, such as typically the expenses of warehous-
ing, shall be borne by Buyer.

Buyer acknowledges that any delays in following the

agreed schedule for submitting Technical Data would
cause delays in the Delivery Schedule and have other pos-
sible consequences as further defined in Appendix 3.
.
 2

TECHNICAL DATA

Data Contents Due Date

Final production hall draw-
ings, measurements
Final precast element
drawings
Electricity
Layout and cross-section 2 weeks from the order
date
2 weeks from the order
date
Power voltage and fre- 2 weeks from the order
quency (e.g. 400 V, 50 date
Hz)
 3

APPENDIX 9

DOCUMENTATION TO BE PROVIDED BY ELEMATIC

In relation to the delivery of Equipment according to the

Agreement, ELEMATIC shall deliver to Buyer the following
information:

Data Contents Target Date

Basic information drawings (1
(3
Erection drawings
Owner’s Manuals (4
- Layout-drawing for factory 5 weeks from re-
- Cross section of factory ceiving the re-
- Forces on floors and columns(2 quired technical
- Feeding points including elec- data from Buyer
trical connection information (App. 8)
- Drawings and part lists Delivery date of
the equipment
- Technical data for machinery Date of the final
- Use, safety and maintenance delivery
instructions
- Spare and wear part drawings
and part lists
- EC declaration of conformity
for machinery

1) Basic information drawings are delivered in case of factory delivery not for single
machines. Basic information drawings are delivered only for positions delivered
by Elematic.
2) Forces on floors and columns are delivered for production hall and for machines
and tracks with permanent installation (e.g. stressing abutments, transport tracks
etc.)
3) Erection drawings are delivered for positions to be installed or assembled in erec-
tion site.
4) Owner’s Manuals are delivered in English if otherwise is not agreed.
 1

APPENDIX 10

ELEMATIC OYJ, GENERAL WARRANTY (1/2015)

1. Deliveries covered by this warranty

This warranty is applicable to all equipment deliveries of

Elematic Oyj (hereinafter ELEMATIC) unless they are ex-
plicitly excluded by agreement. In case ELEMATIC and the
buyer have specifically agreed something that partly con-
tradicts with this general warranty, such agreement shall be
respected but it shall not affect the other terms and condi-
tions of this warranty.

2. Defects covered by this warranty

This warranty covers defects resulting from faulty design,

materials or workmanship. This warranty does not cover
wearing parts, which shall be replaced from time to time in
normal use. ELEMATIC shall not be liable for any other de-
fects.

The warranty is subject to Buyer’s compliance with ELE-

MATIC’s instructions regarding use and maintenance.

3. Warranty period

This warranty covers defects which appear within a period

of twelve (12) months from the date of approval of the test
run or twelve (12) months from the date of commissioning
of the equipment or sixteen (16) months from the date the
equipment has been announced to be ready for shipment
or sixteen (16) months from the date of delivery to the buy-
er whichever period ends first. If the equipment has been
used more intensively than 8 hours per day, these periods
shall be reduced proportionally.

In case ELEMATIC has repaired or replaced the equipment

under this warranty, ELEMATIC shall be liable for defects in
such repaired or replaced parts of the equipment for an ad-
ditional period of six (6) months under the terms and condi-
tions of this general warranty.

Under any circumstances this warranty expires after twen-

ty-four (24) months from the date of approval of the test run
or from the date the equipment has been announced to be
ready for shipment or from the date of delivery to the buyer
whichever period ends first.
 2

4. Responsibilities of ELEMATIC

ELEMATIC shall either repair the equipment or replace it

with similar equipment. Such remedy shall take place at the
original delivery address. In case the equipment is situated
at another address, the buyer is responsible for additional
costs. In case the repair or the replacement of the equip-
ment does not require any special knowledge, the respon-
sibility of ELEMATIC is limited to the shipment of necessary
spare parts and new equipment to the buyer at the original
delivery address. The work is deemed to require special
knowledge in case the buyer does not have trained per-
sonnel to carry out the required work.

In case ELEMATIC finds it to appropriate to have the defec-

tive part returned to its own premises for repair or replace-
ment, the buyer is responsible for dismantling and shipping
the part to ELEMATIC. In this case ELEMATIC is responsi-
ble for the shipment costs.

5. Responsibilities of the buyer

The buyer shall notify ELEMATIC in writing of a defect

without delay after the defect has become apparent. The
notice shall contain a description of the defect. A notice of a
defect shall be given immediately if there is a reason to be-
lieve that the defect may cause further damage to the
equipment. If the buyer fails to notify ELEMATIC of a defect
within reasonable time, he shall lose his right to make any
claims to ELEMATIC in respect of the defect.

In case the buyer notifies ELEMATIC of a defect, which is

not covered by this warranty, the buyer shall compensate
the reasonable costs of ELEMATIC related to measures
taken as a consequence of such notification.

6. Limitation of liability

ELEMATIC is not liable for damage caused by Buyer not

complying with ELEMATIC’s instructions regarding use and
maintenance.

ELEMATIC is not liable for damage caused by a possible

defect to other equipment, property or material of the Buyer
or third party. ELEMATIC is neither liable for any economi-
cal loss such as loss of production, loss of profit nor any
other consequential loss or damage.

This warranty is applicable only, if genuine ELEMATIC

spare and wearing parts have been used.
 3

APPENDIX 12

ORGALIME General Conditions for the Supply of Mechanical, Electrical

and Electronic Products – S 2012

General Conditions for the Supply and Erection of Plant and Machinery
for Import and Export No. 188 A
 4

APPENDIX 13

ORGALIME General Conditions for Computer Software – SW 14