Standard Purchase Order Terms and Conditions

These Purchase Order Terms and Conditions ("Terms") govern every Purchase Order ("PO") issued by Ready Supply Chain, LLC ("Service Provider") to the supplier identified on the Purchase Order ("Vendor"). Acceptance of the Purchase Order, commencement of work, shipment of Products, or any performance by Vendor constitutes acceptance of these Terms.

Vendor agrees to manufacture and supply the Products identified on the Purchase Order in accordance with:

• the Purchase Order;
• the latest revision of all drawings and specifications referenced by the Purchase Order;
• CAD files and models supplied by Service Provider;
• approved engineering changes;
• approved samples, where applicable; and
• these Terms and Conditions.

Terms and requirements as stated in Supplier Quality Requirements Manual SQRM-001 applies to all formal purchase orders issued by Ready Supply Chain in addition to this document.

Vendor shall acknowledge receipt of the Purchase Order within five (5) business days.

Failure to object within five (5) business days constitutes acceptance.

Prices are fixed as stated in the Purchase Order unless otherwise agreed in writing.

No additional charges shall apply for:

• packaging
• handling
• setup
• engineering
• documentation
• inspection
• freight preparation

unless specifically authorized in writing.

Quotations provided to Service Provider by Vendor shall include costs associated with component and material overage purchased by Vendor to produce Service Provider's Purchase Orders. All components and materials which remain after producing and fulfilling Service Provider's Purchase Orders remain in the ownership of Service Provider. Vendor must store excess components and materials segregated from other customer inventory pending disposition of Service Provider.

The delivery date stated on the Purchase Order shall be based upon Vendor's written quotation and accepted lead time.

Vendor acknowledges that Service Provider and Service Provider's end customer has relied upon Vendor's quoted manufacturing lead time in issuing the Purchase Order.

Time is of the essence.

Vendor shall immediately notify Service Provider of any anticipated delay.

Vendor shall not ship early or late without Service Provider's written approval.

Partial shipments require prior written authorization.

Shipping costs incurred by Vendor which are expected to be paid by Service Provider must be confirmed and approved by Service Provider in writing prior to scheduling shipment pickup by a carrier.

Vendor shall manufacture only to the latest drawing revision provided by Service Provider unless otherwise specified in writing.

Vendor shall immediately notify Service Provider of any discrepancy, ambiguity, or suspected design issue before beginning production.

Vendor shall not deviate from the approved design provided by the Service Provider or modify:

• drawings
• tolerances
• materials
• dimensions
• finishes
• manufacturing processes

without written authorization.

Vendor is encouraged to identify manufacturability concerns before production begins.

Suggestions for improvements do not authorize changes unless approved in writing by Service Provider.

Vendor warrants that all Products shall:

• conform to all drawings;
• conform to specifications;
• conform to CAD models where applicable;
• meet all dimensional tolerances;
• be manufactured using good workmanship;
• be free from defects;
• be free from liens and encumbrances;
• comply with all applicable laws and regulations.

Service Provider and Service Provider's end customer reserve the right to inspect Products before shipment or after delivery.

Inspection, testing, or acceptance does not waive Vendor's obligations.

If any Product fails to meet specifications, Service Provider or end customer may, at its sole option:

• reject the Product;
• require repair;
• require rework;
• require replacement;
• accept the Product subject to a mutually agreed price reduction.

Vendor shall bear all costs associated with:

• replacement
• remake
• rework
• return freight
• expedited freight
• inspection
• sorting
• replacement packaging

All costs incurred by Service Provider's end customer to mitigate impacts resulting from defective products will be paid by Vendor.

Upon request, Vendor shall provide a written corrective action report identifying:

• root cause;
• containment actions;
• corrective actions;
• preventive actions;

within ten (10) business days unless otherwise specified.

Vendor warrants Products for twelve (12) months following delivery or acceptance by Service Provider's customer, whichever occurs later.

Vendor shall promptly repair, replace, or remake defective Products at Vendor's sole expense.

Vendor shall defend, indemnify, and hold harmless Ready Supply Chain, LLC ("Service Provider"), its officers, directors, employees, agents, affiliates, successors, assigns, and Service Provider's customers from and against any and all claims, demands, actions, lawsuits, liabilities, damages, losses, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, expert witness fees, court costs, investigation costs, recall expenses, replacement costs, expedited freight, field service costs, and other related expenses arising out of or relating to:

• defective, non-conforming, or unsafe Products;
• failure of Products to conform to drawings, specifications, CAD models, approved revisions, certifications, or Purchase Order requirements;
• manufacturing defects;
• workmanship defects;
• failure to comply with applicable laws or industry standards;
• Vendor's negligence, gross negligence, or willful misconduct;
• Vendor's breach of these Purchase Order Terms and Conditions;
• unauthorized changes to manufacturing processes, materials, suppliers, or designs;
• bodily injury, death, property damage, or economic loss caused by Vendor's Products or performance; or
• any claim asserted against Ready Supply Chain by its customer to the extent such claim results from Vendor's acts, omissions, Products, or breach of this Purchase Order.

Vendor's indemnification obligations include reimbursement to Ready Supply Chain for all direct and indirect costs incurred in responding to or resolving such claims, including legal fees, expert witness fees, settlement amounts, judgments, customer chargebacks, recall costs, inspection costs, administrative expenses, replacement product costs, expedited logistics costs, and any other commercially reasonable expenses incurred by Ready Supply Chain.

Vendor's obligations under this Section shall survive inspection, acceptance of Products, final payment, completion of performance, cancellation, termination of the Purchase Order, and expiration of any warranty period.

Vendor shall provide any documentation required by the Purchase Order, including as applicable:

• Certificates of Conformance
• Material Certifications
• Inspection Reports
• First Article Inspection Reports
• Dimensional Reports
• Test Reports

Failure to provide required documentation may delay acceptance and payment.

Products shall be packaged to prevent damage during transportation.

Vendor shall use packaging appropriate for the Product.

Electrostatic-sensitive devices shall be shipped using ESD-safe packaging where applicable.

Use shipping documentation provided by Service Provider under Service Provider's company letterhead rather than Vendor's standard documentation.

Service Provider may request reasonable engineering or quantity changes before shipment.

Any resulting price or lead time adjustment shall be agreed upon in writing.

All drawings, CAD files, specifications, quotations, engineering information, pricing, and customer information are confidential.

Vendor shall not disclose such information to any third party besides Service Provider except as authorized in writing by Service Provider.

All customer intellectual property remains the exclusive property of Service Provider's customer. Excess components and materials which remain after production of Service Provider's order to Vendor is exempt and remains in the ownership of Service Provider.

Vendor receives no ownership rights.

Vendor shall not:

• manufacture Products except under Service Provider's Purchase Orders;
• copy Products for any other customer;
• use Products for marketing;
• reverse engineer Products;
• file patents based upon customer information.

Vendor acknowledges that Service Provider has invested substantial effort in developing customer relationships.

Vendor shall not knowingly solicit, market to, quote, or accept business directly from any customer identified through Service Provider's confidential information or introductions for a period of twenty-four (24) months following the last Purchase Order between Service Provider and Vendor, unless Service Provider provides prior written consent.

This restriction does not apply to customers with whom Vendor can demonstrate a documented business relationship predating its relationship with Service Provider or to business obtained independently without use of Service Provider's confidential information.

Unless otherwise agreed: Customer-funded tooling remains customer property.

Vendor shall:

• identify tooling;
• maintain tooling;
• not use tooling for other customers;
• return tooling upon request.

Unless otherwise stated on the Purchase Order, payment terms shall be Net 30 days from the date of shipment by Vendor to the customer. Service Provider may withhold payment for Products reasonably believed to be non-conforming until the nonconformance is resolved.

Vendor shall maintain commercially reasonable insurance appropriate to its operations, including general liability and workers' compensation as required by applicable law, and shall provide evidence of coverage upon Service Provider's reasonable request.

Vendor shall comply with all applicable laws relating to:

• labor
• environmental protection
• anti-bribery
• export controls
• sanctions
• conflict minerals (if applicable)

Vendor shall not upload Service Provider's customer's drawings, CAD files, specifications, or other Confidential Information to publicly accessible artificial intelligence platforms or use such information to train or improve AI models without Service Provider's prior written consent.

Vendor shall maintain reasonable administrative, technical, and physical safeguards to protect Confidential Information from unauthorized access or disclosure.

Neither Party shall be liable for delays caused by events beyond its reasonable control. The affected Party shall promptly notify the other Party and use commercially reasonable efforts to minimize the delay.

Service Provider may terminate the Purchase Order for cause if Vendor materially breaches these Terms and fails to cure the breach within a reasonable period after written notice.

Service Provider may also terminate for convenience upon written notice. In that event, Service Provider shall pay Vendor for conforming work completed and documented, authorized work in process, and non-cancelable materials reasonably incurred before receipt of the termination notice, provided Vendor takes commercially reasonable steps to mitigate further costs.

Except for breaches of confidentiality, intellectual property obligations, fraud, willful misconduct, or indemnification obligations, neither Party shall be liable to the other for consequential, incidental, special, or punitive damages arising from the Purchase Order.

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

These Terms, together with the Purchase Order and any expressly incorporated documents, constitute the entire agreement relating to the Purchase Order and supersede prior communications concerning its subject matter.

Conflicting terms contained in Vendor quotations, acknowledgments, invoices, or other documents shall not apply unless expressly accepted in writing by Service Provider.