GENERAL TERMS AND CONDITIONS OF SALE These GENERAL TERMS AND CONDITIONS OF SALE (“Agreement”) apply to the purchase and sale of products by you as buyer (“Buyer”) through Aucto.com (the “Site”) from Hitachi Astemo Indiana, Inc. (“Hitachi Astemo Indiana”) and/or Hitachi Astemo Greenfield, LLC (“Hitachi Astemo Greenfield”; hereafter, as seller under this Agreement, each of Hitachi Astemo Indiana and Hitachi Astemo Greenfield respectively are referred to as “Seller”). Please read this Agreement carefully. By clicking to accept this Agreement when this option is made available to Buyer or by placing a Bid (as such term is defined below), Buyer accepts and agrees to be bound by this Agreement. 1. SALE. Buyer agrees that its high bid (a “Bid”) on the Site is an offer to buy, under the terms of this Agreement, all products on which its bid was placed (“Goods”). Upon Seller’s acceptance of a Bid, Buyer will complete the Quitclaim attached in the invoice and email back as instructed. The Goods will be made available for pickup after Seller’s receipt of the purchase price and an executed copy of the Bill of Sale. 2. RISK OF LOSS. Risk of loss and damage to Goods purchased by Buyer shall pass to Buyer upon Buyer’s pick up of the Goods from Seller’s facility or other method of delivery or pickup location as designated in the Site listing. 3. PRICE/PAYMENT TERMS. The price of the Goods shall be the total of (the “Price”): (a) the Bid; plus (b) applicable federal, state and local taxes (including sales and use taxes), excises, duties and import fees; plus (c) freight and delivery charges (freight collect) and insurance as applicable. Any buyer’s premium or other fee due to Aucto Inc. pursuant to the terms of use of the Site shall be paid directly to Aucto Inc. Buyer shall not withhold payment of any amounts due and payable to Seller by reason of any set-off of any claim or dispute with Seller or for any other reason. 4. “AS-IS” BASIS. ALL SALES ARE FINAL. THE SALE OF THE GOODS IS MADE “AS-IS,” WHERE IS, WITH ALL FAULTS, FREE AND CLEAR OF ANY CLAIMS OR LIENS, BUT WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF FITNESS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, AND WITHOUT ANY RECOURSE 5. Removal Terms: Buyer is responsible for all rigging costs associated with items purchased • Buyer is responsible for scheduling logistics and providing shipping related documents to the seller. • Buyer should provide seller with BOL and time of arrival to ensure no delays during pick up. • If Buyer personally picks up, they must follow all COVID-19 rules set out by seller. • Payment must be made in full before removal. 6. LIMITATION OF LIABILITY. SELLER SHALL NOT BE LIABLE TO BUYER FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR SIMILAR DAMAGES, OR ANY CLAIMS OR DEMANDS BROUGHT BY OR AGAINST BUYER, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE), INCLUDING, WITHOUT LIMITATION, SELLER’S NEGLIGENCE, AND EVEN IF SELLER WAS ADVISED OF THEIR POSSIBILITY. SELLER SHALL HAVE NO OBLIGATION TO REPLACE OR REPAIR ANY GOODS WHICH ARE LOST OR STOLEN OR DESTROYED OR DAMAGED BY FIRE OR ANY OTHER PERIL. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY TO BUYER ARISING OUT OF, RELATED TO OR IN CONNECTION WITH THE SALE OF ANY GOODS UNDER THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE PURCHASE PRICE PAID TO SELLER BY BUYER FOR SUCH GOODS. ANY ACTION AGAINST SELLER MUST BE BROUGHT WITHIN 12 MONTHS AFTER THE CAUSE OF ACTION ACCRUES. BUYER SHALL BE LIABLE TO SELLER FOR AND SHALL PAY TO SELLER ALL COSTS AND EXPENSES, INCLUDING ATTORNEYS’ FEES, INCURRED BY SELLER TO COLLECT THE PRICE FROM BUYER OR OTHERWISE TO ENFORCE ANY OF THE TERMS OF THIS AGREEMENT IN THE EVENT OF BUYER’S BREACH.. 7. SUCCESSORS/ASSIGNS. This Agreement shall be binding on and inure to the benefit of the Seller and Buyer and their respective successors, assigns and legal representatives. 8. PROPRIETARY INFORMATION. Buyer agrees that all patents, patents pending, copyrights, trademarks, trade secrets, logos, and all other information, including without limitation, inventions, products, processes, apparatus or designs, whether patentable or unpatentable, that Seller conceives, invents, originates, owns or otherwise has an interest in at any time prior or subsequent to the date of this Agreement (“Proprietary Information”) shall remain the property of Seller. Buyer shall maintain the confidentiality of all Proprietary Information which is confidential, shall not disclose or provide any confidential Proprietary Information to others, and shall use best efforts to ensure that the employees, agents and independent contractors of Buyer shall not improperly use, disseminate or disclose any confidential Proprietary Information. The terms of this paragraph shall survive termination of this Agreement. 9. EXPORTS. Buyer acknowledges that Seller is subject to all United States ("U.S.") laws and regulations relating to exports, re-exports, and trade sanctions and to all administrative acts and executive orders of the U.S. Government pursuant to such laws and regulations, including but not limited to the Export Administration Act of 1979, 50 U.S.C. App. §§ 2401-2420, the Arms Export Control Act, 22 U.S.C. § 2751 et seq., and the Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701-1707 ("U.S. Export Controls"). Buyer agrees that it will comply with any and all U.S. Export Controls and will not sell, re sell, or transfer the Goods, or facilitate the sale, resale or transfer of Goods in violation of U.S. Export Controls. Buyer shall defend, indemnify, and hold Seller harmless from any and all claims, damages, and losses arising from or relating to violations of U.S. Export Controls. 10. WAIVER/SEVERABILITY. Failure by Seller to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement shall not be deemed a waiver of such terms, covenants or conditions, nor shall any waiver or relinquishment of any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. In case any one or more of the provisions contained in this Agreement shall be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. 11. GOVERNING LAW; VENUE; JURY WAIVER. The laws of the State of Indiana shall govern this Agreement in all aspects, including execution, interpretation, performance and enforcement, without regard to principles of conflicts of law. SELLER AND BUYER AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED UPON CONTRACT OR OTHERWISE, SHALL BE TRIED AND LITIGATED ONLY IN THE STATE AND FEDERAL COURTS WITH JURISDICTION INCLUDING INDIANAPOLIS, INDIANA. BUYER HEREBY SUBMITS TO PERSONAL JURISDICTION IN INDIANA AND HEREBY WAIVES ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT TO VENUE. SELLER AND BUYER EACH WAIVE THE RIGHT TO A TRIAL BY JURY. 12. RELATIONSHIP OF THE PARTIES. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between Buyer and Seller, and neither Buyer nor Seller shall have authority to contract for or bind the other party in any manner whatsoever. 13. MODIFICATION/ENTIRE AGREEMENT. Except as provided for herein, no modification, amendment, extension or alleged waiver of this Agreement or any provision hereof will be binding on either party unless in writing and signed by the party sought to be bound. THIS AGREEMENT AND THE BILL OF SALE CONSTITUTE THE FINAL WRITTEN EXPRESSION OF ALL OF THE TERMS OF THE PARTIES’ AGREEMENT AND ARE A COMPLETE AND EXCLUSIVE STATEMENT OF THOSE TERMS. THIS AGREEMENT SUPERSEDES AND REPLACES ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, WRITTEN OR ORAL. ANY AND ALL PROMISES, REPRESENTATIONS, WARRANTIES OR STATEMENTS MADE OR GIVEN TO BUYER THAT DIFFER IN ANY WAY FROM THE TERMS OF THIS AGREEMENT SHALL BE GIVEN NO FORCE AND EFFECT. THOSE PROVISIONS THAT BY THEIR PLAIN MEANING SURVIVE TERMINATION OF THIS AGREEMENT, SHALL SURVIVE TERMINATION OF THIS AGREEMENT. 14. Electronic Signatures and Transactions. Buyer agrees that the Electronic Signatures of the parties affixed to any documents executed in connection with this Agreement are intended to authenticate Buyer’s execution of and entry into such agreements and to have the same force and effect as manual signatures. “Electronic Signature” means any electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or email electronic signatures, whether digital or encrypted, pursuant to the Indiana Uniform Electronic Transactions Act (Ind. Code § 26-2-8-101 et seq.) as amended from time to time. Buyer agrees to conduct transactions with Seller by electronic means and to the use of electronic communication, including the use of electronic documents.