General Commercial and Legal Terms

These General Commercial and Legal Terms ("General Terms") establish the legal framework governing commercial relationships involving Ready Supply Chain, LLC ("RSC"). These General Terms supplement, but do not replace, any Quotation Terms and Conditions, Purchase Order Terms and Conditions, or separately executed written agreement.

If a conflict exists between these General Terms and a written contract, quotation, or purchase order, the more specific document shall govern with respect to its subject matter.

Unless otherwise defined in the applicable agreement:

• Products means goods, assemblies, components, materials, or other items supplied under a commercial transaction.
• Services means sourcing, procurement, engineering support, logistics coordination, consulting, or related services.
• Confidential Information means all non-public commercial, technical, financial, engineering, pricing, supplier, customer, and business information disclosed by either party.
• Party means Ready Supply Chain or the other contracting party, as applicable.

The parties are independent contractors.

Nothing contained in any agreement shall create an agency, partnership, joint venture, franchise, employment relationship, or fiduciary relationship between the parties.

Neither party has authority to bind the other except through written agreement.

Electronic communications, including email correspondence, electronic purchase orders, electronic quotations, and electronically executed documents, shall be considered legally valid communications unless prohibited by applicable law.

Formal legal notices shall be delivered by recognized courier, certified mail, or electronic mail with confirmation of receipt to the addresses designated by each party.

Each party agrees to protect Confidential Information received from the other using reasonable care.

Confidential Information shall not be disclosed to third parties except:

• with prior written consent;
• as required by law;
• to professional advisors subject to confidentiality obligations; or
• as necessary to perform contractual obligations.

These confidentiality obligations survive termination of the parties' business relationship.

Neither party shall issue press releases, marketing materials, website references, case studies, or public announcements identifying the other party without prior written consent.

Each party shall maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Confidential Information from unauthorized access, disclosure, alteration, or destruction.

Each party shall comply with all applicable export control laws, sanctions regulations, import regulations, and trade compliance requirements applicable to its performance.

Each party shall comply with all applicable federal, state, and local laws and regulations applicable to its business operations.

Neither party shall offer, promise, authorize, solicit, or accept any improper payment, kickback, or thing of value intended to improperly influence business decisions.

Each party shall comply with all applicable anti-corruption laws.

Neither party shall be liable for delays or failures resulting from events beyond its reasonable control, including natural disasters, labor disputes, government actions, transportation disruptions, pandemics, cyberattacks, utility failures, or other force majeure events.

The affected party shall promptly notify the other party and use commercially reasonable efforts to minimize the effects of the delay.

Each commercial transaction between Ready Supply Chain, LLC ("RSC") and the other party shall be considered an independent transaction unless otherwise governed by a separately executed written agreement.

Neither the issuance or acceptance of a quotation, purchase order, order acknowledgment, shipment, payment, prior course of dealing, nor any ongoing business relationship shall create:

• an exclusive relationship;
• a preferred supplier relationship;
• a preferred customer relationship;
• a minimum purchase commitment;
• a minimum sales commitment;
• a continuing supply obligation; or
• any obligation to provide future quotations, accept future purchase orders, or enter into future business transactions.

Ready Supply Chain reserves the sole discretion to determine whether to submit quotations, accept purchase orders, select manufacturing sources, engage suppliers, or enter into future commercial transactions.

Likewise, the other party remains free to obtain products or services from other sources or conduct business with other customers, except to the extent restricted by any applicable confidentiality, non-circumvention, intellectual property, or other contractual obligations.

No representation, prior dealings, or course of performance shall be interpreted as creating any exclusive, ongoing, or continuing commercial relationship unless expressly established by a written agreement signed by authorized representatives of both parties.

Except to the extent prohibited by applicable law or expressly modified by a written agreement executed by the parties, neither party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to loss of profits, loss of business opportunity, loss of anticipated savings, production downtime, or business interruption, arising out of or relating to any quotation, purchase order, sales order, sale of products, or other commercial transaction.

Nothing in this Section shall limit liability arising from:

• fraud;
• willful misconduct;
• gross negligence;
• breach of confidentiality obligations;
• infringement or misappropriation of intellectual property rights; or
• any indemnification obligations expressly agreed to in writing.

Unless otherwise expressly stated in the applicable agreement, each party's aggregate liability arising from a specific commercial transaction shall not exceed the total amount paid or payable under that transaction.

Neither party may assign its rights or obligations without the prior written consent of the other party, except to an affiliate or successor resulting from merger, acquisition, or sale of substantially all assets.

If any provision of these General Terms is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Failure of either party to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

No amendment or modification shall be effective unless made in writing and signed by authorized representatives of both parties.

These General Terms, together with any applicable Quotation, Purchase Order, Statement of Work, or written agreement, constitute the complete understanding of the parties with respect to the applicable transaction.

Unless otherwise expressly agreed in writing by Ready Supply Chain, LLC and the other contracting party, the governing documents for a commercial transaction shall have the following order of precedence:

1. A written agreement signed by authorized representatives of both parties.
2. Any mutually executed amendment.
3. The applicable Sales Order Acknowledgement.
4. The applicable Quotation.
5. These General Commercial and Legal Terms.
6. Any purchase order, supplier quotation, acknowledgment, or other document issued by the other party.

In the event of any conflict, the higher-ranking document shall control only with respect to the conflicting subject matter.

These General Terms shall be governed by the laws of the State of Delaware without regard to conflict-of-law principles.

The parties agree to attempt in good faith to resolve disputes through direct negotiations before initiating litigation.

Nothing herein limits either party's right to seek temporary injunctive relief to protect Confidential Information or intellectual property.

The provisions relating to Confidential Information, Intellectual Property, Limitation of Liability (where applicable), Governing Law, Dispute Resolution, and any obligations that by their nature should survive shall remain effective following completion or termination of the parties' business relationship.