TERMS AND CONDITIONS OF SALE

Effective Date: November 18th, 2025

1. DEFINITIONS. The following capitalized words shall have the following definitions unless otherwise specifically indicated herein:
   1. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
   2. "Buyer" means the legal person or entity contracting with the Seller in any associated proposal, quotation or subsequent Order, and/or the person or entity identified as the 'PURCHASER', 'BUYER', 'CLIENT', and/or 'CUSTOMER' on documents pertaining to any Order.
   3. "Parties" means Buyer and Seller together, and "Party" means one of them.
   4. "Order" means the contractual instrument evidencing Buyer's procurement of Products from Seller, such as a purchase order issued by Buyer and accepted by Seller and/or Seller's order acknowledgment issued with respect to such Buyer purchase order.
   5. "Products" means any goods, materials, and related services sold by Seller to Buyer.
   6. "Seller" means American Metal Specialties, Inc., an Oregon corporation.
   7. "Seller Authorized Representative" means a person specifically authorized by Seller to administer and/or execute this Agreement or an individual holding one of the following positions at Seller's business: CEO, President, CFO, Vice President, or such other individual as may be duly authorized by Seller from time to time.
   8. "Seller's Premises" means the Seller's facility where the Products are completed and made ready for shipment.
   9. "Terms" means these terms and conditions contained herein, including all appendices.

   Other words have their ordinary meaning unless otherwise defined herein.

2. OFFER AND ACCEPTANCE; CONTRACT FORMATION.
   1. Seller's acceptance of any Order and the formation of any contract between the Parties with respect to the Products is expressly conditioned on Buyer's acceptance of these Terms as the exclusive terms and conditions governing the Order with respect to the subject matter contained herein. BUYER'S PLACEMENT OF AN ORDER OR BUYER'S ACCEPTANCE OF PRODUCTS DELIVERED UNDER ANY ORDER INDICATES BUYER'S COMPLETE AND UNCONDITIONAL CONSENT TO THESE TERMS. If Buyer does not agree to these Terms, it must immediately contact Seller and discontinue placing any new Orders and cancel any outstanding Orders.
      1. These Terms constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all oral or written agreements and understandings, including but not limited to any terms and conditions contained on Buyer's purchase order. In addition, to the maximum extent permissible by law, supersede all statutory provisions regarding scope and duration of Seller's warranties and the availability of remedies with respect to such subject matter.
      2. No additions to or modifications of these Terms shall be binding upon Seller unless expressly agreed to by Seller in a writing signed by a Seller Authorized Representative. These Terms shall not be modified by any prior course of dealing or course of performance between the Parties or any trade customs and usage.
      3. If an Order or other communication from Buyer (such as a purchase order) includes any term or condition contrary to, or in addition to, the Terms stated herein, Buyer's acceptance of Products delivered under such Order shall constitute Buyer's complete and unconditional assent to these Terms notwithstanding anything contrary or additional in any such earlier Order or communication, unless Buyer clearly instructs Seller in writing, prior to acceptance, to cancel the Order. Buyer's communication of contrary or additional terms, however phrased, shall be construed as an offer to supplement and/or amend, and not as a rejection of, these Terms. Such offer to supplement and amend shall be deemed rejected by Seller unless accepted by a Seller Authorized Representative in the manner set forth in the first sentence of Section 2.1.2. Seller's failure to object to inconsistent or supplementary provisions contained in the Buyer's Order or other communications shall not be deemed to be a waiver or modification of these Terms, or an acceptance of such provisions.
   2. Without prejudice to or limiting the foregoing, Buyer accepts these Terms by: (a) sending Seller an Order or other document or communication indicating Buyer's ordering and/or purchasing of Products from Seller; (b) accepting the delivery of Products; (c) issuing payment on account of an Order and/or Products; or (d) any other act, communication, or conduct of Buyer in confirmation of the supply of Products by the Seller.
3. PRICE.
   1. Except for any Surcharges (as defined below) or other added expenses provided for elsewhere in these Terms, the purchase price of the Products shall be as stated on the applicable Seller order acknowledgment and/or Buyer purchase order accepted by Seller (the "Product Price"); provided, however, that the Product Price is exclusive of all taxes, duties, shipping, handling, insurance, and similar charges, which shall be borne by Buyer unless otherwise expressly agreed to in writing by Seller. Any quotes provided by Seller are non-binding and subject to change until formalized in an order acknowledgment.
      1. If the Product Price includes freight charges (whether built into the unit price for the Products or listed as a separate line item), then the Parties mutually agree that: (a) any increase in freight rates or fuel surcharges between the date of the quote or Seller's acceptance of an Order and the actual shipment date of the Product, whether assessed by Seller (with prior notice to Buyer) or passed through from a third-party carrier (with or without notice to Buyer), shall result in a corresponding increase to the Product Price, with Buyer being solely responsible for paying the cost of such increase; (b) if the Product Price assumes carload or truckload quantities but Buyer orders less than such quantities, then Buyer shall pay any associated freight cost differential; (c) if quoted F.O.B. trucks, delivery of the Products shall be to the nearest accessible road or street to Seller's Premises, without unloading from the trucks.
   2. In addition to the Product Price, Seller reserves the right, in its sole discretion, to assess a reasonable surcharge in the event of any of the following (each a "Surcharge"): (a) costs of additional development, programming, setup, fixturing, and troubleshooting for first run Products; (b) efforts to accommodate any request by Buyer for expedited production and/or delivery of Products; (c) Buyer's changes to Product specifications, designs, or requirements after production has commenced; (d) an increase in the cost of raw materials (including aluminum or other metals) or energy used in the manufacture or delivery of Products; (e) an increase in costs imposed by Seller's suppliers, subcontractors, or vendors with respect to the Products; (f) any credit card fees, wire transfer fees, or other banking or transaction expenses incurred by Seller due to Buyer's form of payment; and/or (g) any other reasonable additional costs incurred by Seller that are directly attributable to the Order and/or Seller's procurement of the Products, including but not limited to regulatory changes, tariffs, force majeure events impacting costs, or unforeseen manufacturing expenses.
      1. Any Surcharge shall be calculated based on Seller's actual or reasonably estimated additional costs and shall be added to the applicable invoice. Seller shall provide Buyer with reasonable documentation supporting the Surcharge upon request.
      2. Buyer agrees to pay any Surcharge in accordance with the payment terms set forth herein. Failure by Buyer to pay any surcharge may result in suspension of further deliveries of Products or other remedies available to Seller under these Terms or applicable law.
4. PAYMENT TERMS.
   1. Unless otherwise agreed to and specified in writing by a Seller Authorized Representative, all invoices are due and payable within thirty (30) days from the invoice date (the "Payment Due Date"). Buyer shall ensure all balances invoiced to Buyer from Seller are paid, in full, on or before the Payment Due Date. If payment is not received by the Payment Due Date, Seller reserves the right to charge Buyer, in addition to the overdue payment, interest equal to the lesser of 1.5% per month or the highest applicable rate allowed by law on all such overdue balances.
   2. In the event Buyer fails to perform its payment obligations in accordance with this Section 4, or in the event of any change in Buyer's creditworthiness, Seller, in its sole discretion and in addition to any other rights or remedies available to Seller under these Terms or applicable law, reserves the right to: (a) reject any new Orders; (b) require Buyer to immediately pay all outstanding invoices which shall become immediately due; (c) accept new Orders on the basis of revised payment terms, whereby Buyer will be obligated to pay for Products in advance of delivery or C.O.D.; (d) demand and obtain additional securities (such as payment guarantees) from Buyer in advance of accepting new Orders; or (e) withhold shipment of Products, or cease any performance under this Agreement and/or any Order, until such time as payment is received from Buyer, at which point Seller will notify Buyer of a revised Shipment date following Buyer's payment of outstanding sums due to Seller.
5. TITLE.
   1. Notwithstanding Section 7 with respect to delivery and passing of risk of loss or damage, Products sold by Seller to Buyer shall remain the property of Seller until Buyer has paid Seller the agreed Product Price (together with any Surcharges and/or accrued interest) therefor, and no other sums whatsoever are due and outstanding from Buyer to Seller therefor.
   2. Until title to the Products passes from Seller to Buyer in accordance with this Section 5, Buyer shall: (i) hold the Products on a fiduciary basis, maintaining possession thereof other than for reasons within the ordinary course of business; (ii) exercise proper care with respect to handling, use, and storage of the Products; (iii) take all reasonable steps to prevent damage or deterioration of the Products; and (iv) keep the Products free from any charges, lien, or other encumbrance.
   3. From delivery until passage of title to Buyer with respect to any Products, Buyer shall insure such Products for their full commercial value with a reputable insurer with Seller named as loss payee and/or an additional insured and, upon request, provide Seller with proof of such insurance policy or policies. In addition, until title to the Products passes to Buyer, Buyer shall hold the proceeds of any claim under any such insurance policy or policies in trust for Seller and shall immediately account to Seller with the proceeds.
   4. Regardless of the payment of specifically identified tooling or similar non-recurring charges, all tooling (including but not limited to tools, dies, molds, fixtures, jigs, shop aids, special machines, designs, patterns and drawings) designed or created by Seller for use in manufacturing Products for Buyer shall be and remain the exclusive property of Seller. Seller shall have exclusive ownership of any intellectual property rights in such tooling, including any patents based on or derived from such tooling, regardless of whether Buyer has provided input or suggestions in the design or creation of such tooling. Buyer shall have no interest in such tooling nor any right to prevent Seller from using such tooling in the manufacturer of goods for other buyers.
6. SECURITY INTEREST.
   1. To secure Buyer's payment obligations under these Terms, Buyer hereby grants Seller a continuing purchase money security interest (PMSI), as defined and provided for under Article 9 of the Uniform Commercial Code (UCC), in the Products and any proceeds thereof (including accounts receivable from Buyer's resale or other commercial use of the Products) until Buyer has made full payment for such Products.
      1. Buyer authorizes Seller to file a UCC financing statement or take any other actions reasonably necessary to perfect and enforce this security interest, and Buyer agrees to cooperate fully to assist Seller in perfecting, recording, and/or enforcing such security interest, including but not limited to executing any additional documents required.
   2. Upon any default by Buyer in payment or performance under these Terms, Seller shall have all rights and remedies of a secured party under the Uniform Commercial Code, including the right to repossess the Products without judicial process if it can be done without breach of the peace. This security interest is in addition to, and not in lieu of, any other rights or remedies available to Seller under these Terms or otherwise, whether at law or in equity.
      1. In addition to and without limiting the foregoing, Seller shall be entitled to set off and retain all monies paid (including but not limited to, credits, monies, balances owed to Buyer or any Affiliate of Buyer with respect to any transaction between Buyer and Seller) and to apply the same to any amounts owed to Seller, as Seller in its sole discretion shall deem appropriate.
      2. In addition to and without limiting the foregoing, in the event Buyer fails to make any payments to Seller when due, Buyer agrees to pay all of Seller's costs of collection, including reasonable attorneys' fees, costs and expenses.
7. SHIPMENT AND DELIVERY; RISK OF LOSS; LEAD TIMES.
   1. Product shipment terms are FCA, Seller's Premises (Incoterms 2020). Risk of loss or damage shall pass to Buyer upon Seller's delivery of the Product at Seller's Premises, as per Incoterms 2020.
      1. As indicated in Section 7.1 above, risk of loss or damage to the Products passes to Buyer upon tender of the Products to a common carrier at Seller's Premises (Incoterms 2020). Such risk of loss or damage passes to Buyer regardless of whether Seller arranges shipping or Buyer uses its own carrier account. Buyer bears all risk of loss or damage during transit of such Products and, if Buyer desires, shall be solely responsible for obtaining and maintaining adequate insurance coverage for the full value of the Products while in transit and until accepted by Buyer. Seller shall have no obligation to obtain insurance or bear any responsibility for loss or damage occurring after Seller's tender of the Products to the carrier. Buyer agrees to pursue any claims for loss or damage to Products occurring during transit directly with the carrier and to hold Seller harmless from any such claims.
      2. If Buyer discovers a shortage in Products delivered or if the Products have been damaged in transit, Buyer must make note to that effect upon the receipt Buyer gives the carrier upon receipt of such delivery. In addition, Buyer must request that a similar notation be made on the freight bill. Damaged Products must not be unloaded until inspected and such damage noted in writing. If Buyer discovers any damage to the Products during transit that justifies filing a claim with the carrier, Buyer shall promptly file such claim with the carrier. If the Products were shipped F.O.B. destination, Buyer must still take the steps specified in this Section 7.1 above with respect to inspecting the delivered Products, and notify Seller immediately of any damaged or lost products discovered. Upon receipt of such notification from Buyer, Seller will file a claim with the carrier.
      3. Buyer's failure to comply with the steps and procedures specified in this Section 7 with respect to inspection and acceptance of delivery of Products shall be deemed as Buyer's express acceptance of the Products in an "AS IS" condition with no right of credit, refund, or any other remedy from Seller.
   2. Seller's shipment and/or delivery of Products shall be in a timeframe reflecting Seller's standard lead times unless otherwise specifically and mutually agreed to in a writing signed by the Parties. Shipment and delivery dates are approximate and not guaranteed by Seller, although Seller shall use commercially reasonable efforts to meet delivery dates.
      1. In no event shall Seller be liable to Buyer or other third party for any losses, costs, damages, charges, or expenses incurred by Buyer or any other person or entity arising directly or indirectly out of a failure to deliver any Product on any particular date, nor will any delay entitle Buyer to terminate or rescind its purchase unless, except for as provided in Section 7.2.2 below, such delay exceeds sixty (60) days from the shipment date the Seller originally agreed to. Buyer's right under the UCC to reject Products due to delay in shipment and delivery is hereby waived unless Buyer provides written notice thereof to Seller within five (5) days after delivery. Any early delivery of any Product or Products shall be accepted by Buyer.
      2. Seller reserves the right to defer delivery of Products, cancel any Order, or reduce the volume of Products delivered, all without liability of any kind whatsoever to Buyer, if Seller is prevented from or delayed in the carrying on of its business due to causes beyond Seller's control, including, without limitation, strikes, lockouts or other labor difficulties, floods, fires, earthquakes, hurricanes or other unusually severe weather conditions, embargoes, war or other outbreak of hostilities, acts of terrorism, acts of God, acts of Buyer, market shortages, unavailability of the Products or necessary materials, supplies, or transportation services, any shift in raw material costs that prohibit or materially reduce the supply of Products or necessary materials or supplies from Seller's suppliers, machinery breakdowns, delays of carriers or suppliers, governmental acts and regulations or other contingency the non-occurrence of which was a basic assumption on which the Order was accepted. In such a case, Seller shall have no obligation to purchase substitute goods or make other substitute arrangements in order to complete delivery to Buyer or to ship substitute goods from any other facility.
      3. Partial shipments of complete Orders may be made at Seller's discretion. Delay in delivery of any installment shipments shall not relieve Buyer of its obligation to pay for any installment shipments received or its obligation to accept remaining deliveries. Any early delivery of any Product or Products shall be accepted by Buyer.
   3. Products shall be packaged in accordance with Seller's commercial practice. Seller reserves the right to charge Buyer for any additional costs associated with special routing, packing, labeling, handling, or insurance requested by Buyer and agreed to by Seller.
   4. Orders which have been accepted in writing by Seller may not designate delivery dates beyond the date originally specified in Seller's quotation of prices (or beyond a commercially reasonable time, based on the character of the Products provided for under the Order, if no date has been so specified) unless: (1) Seller Authorized Representative expressly consents in a signed writing to such delivery date designated by Buyer; and (2) Buyer agrees to pay any Surcharges associated with and/or resulting from such designated delivery date.
8. ORDER CANCELLATION.
   1. The performance of work under any Order or other contract between the Parties may be terminated without penalty, in whole or in part at any time by Seller, effective as of the date specified by Seller, provided at least 30 days' written notice is given to the Buyer stating the effective date of the cancellation and supporting reasons for the necessity of the cancellation.
   2. Orders may be cancelled by the Buyer by providing written notification to the Seller. In addition, Seller may consider Orders as cancelled by Buyer if they are placed on hold by the Buyer for more than 30 days, or if the Buyer fails to provide necessary materials (drawings, specifications, raw material, and/or tooling). In the event of cancellation by the Buyer, in whole or in part, Buyer shall be liable for payment of cancellation charges in the amount of all losses, costs, expenses, and/or damages incurred or suffered by Seller.
9. INSPECTION AND ACCEPTANCE OF PRODUCTS.
   1. Buyer agrees that it shall inspect the Products and either accept or reject immediately upon delivery (the "Acceptance Period"). Buyer shall promptly notify Seller and provide a specific written explanation of the basis for any product rejection within ten (10) calendar days of delivery. Buyer further agrees that failure to give such prompt notice of rejection and/or Buyer's commercial use of the Products shall constitute Buyer's acceptance of such Products in "AS IS" condition.
      1. Products shall not be returned without Seller's prior written authorization. Shipments returned to Seller without prior written authorization may be returned to Buyer, at Buyer's expense, plus an appropriate handling charge. For return authorization, contact Seller's customer service at (503) 642-5611.
   2. Buyer's acceptance of any delivered Products (as determined by Section 9.1 above) shall automatically cause the provisions of Seller's warranty (as provided for in Section 12 of these Terms) to apply and govern the rights, obligations and liabilities of the Parties with respect to any nonconformity or defect, provided that under no circumstances shall rejection give rise to any liability of Seller for incidental or consequential damages or losses of any kind.
   3. Any inspection requested to be performed by Buyer at Seller's Premises as part of the Order shall be limited to final inspection only, unless provisions for in-process inspections are delineated and expressly mutually agreed upon by the Parties in writing. In any event, such inspections shall: (1) be on a non-interference basis only; (2) be subject to any applicable export control and/or confidentiality requirements; (3) be conducted after at least 72 hours of advanced written notice of such inspection is provided by Buyer to Seller; and (4) not include any areas or processes at Seller's Premises that are proprietary or confidential to Seller. Seller may assess a standard charge to Buyer for any inspection performed by Buyer at Seller's Premises. In addition, Seller reserves the right to assess damages to Buyer for any delays to shipment as a result of Buyer's failure to timely perform and complete such requested inspection at Seller's Premises, unless otherwise agreed upon by Seller in writing.
10. BUYER-FURNISHED ITEMS; BUYER-FUNDED ITEMS.
    1. If Buyer furnishes Seller with materials, tooling, equipment, or other items for Seller's use in manufacturing the Products (the "Buyer-Furnished Items"), such items shall be delivered at Buyer's expense and risk. Seller shall not be liable for any loss, damage, or defects in Products resulting from Buyer-Furnished Items, and Buyer shall indemnify Seller for related claims. Title to Buyer-Furnished Items remains with Buyer, but Seller has a right to possession during performance.
    2. If Buyer funds the Seller's acquisition or development of equipment or tooling for Seller's use in manufacturing the Products (the "Buyer-Funded Items"), unless otherwise mutually agreed to by the Parties in writing, title shall vest in Buyer upon full payment, but Seller retains a license to use such items for fulfilling the Order and any future Orders from Buyer. Seller shall maintain Buyer-Funded Items in good condition, subject to normal wear and tear, and return them to Buyer upon request.
    3. In addition to and without limiting any other provision contained in these Terms, Buyer shall indemnify, defend, release, and hold Seller harmless from any and all creditor actions to enforce any rights, liens or levies, or other rights in any Buyer-Funded Items or Buyer-Furnished Items.
11. PRODUCT SPECIFICATIONS.
    1. With respect to any Product included in any Order, Buyer shall provide to Seller all drawings and specifications, engineering blueprints and instructions, manufacturing tolerances, part and revision numbers, material specs, and any other information that would be needed to manufacture and produce such a Product (collectively, the "Specifications"). Buyer shall deliver all Specifications to Seller prior to or in conjunction with any Order, and ensure timely responses with complete and unambiguous information to any follow up questions or comments Seller may from time to time have regarding the Specifications.
       1. Buyer represents and warrants that all Specifications provided to Seller are accurate, complete, unambiguous, and do not infringe any third-party intellectual property rights. Without limiting any other provision of these Terms, Buyer shall indemnify Seller against any claims related to Seller's use of the Specifications, including but not limited to any patent infringement or other intellectual property claims.
    2. Buyer acknowledges and agrees that, after Seller's acceptance of any Order, any changes to the Specifications with respect to the Products under such Order and/or Buyer's untimely responses to any questions or comments the Seller may have from time to time regarding the Specifications, may result in: (a) changes to the Product Price; (b) the addition of Surcharges; (c) delays in production lead times, shipment dates, or delivery dates; and/or (d) other reasonable revisions to the Order, as determined by Seller.
12. WARRANTY; DISCLAIMER. Seller warrants that Products will conform to the Specifications mutually agreed to in the Order and be free from defects in material and workmanship under normal use and operation for a period of twelve (12) months from the date of delivery, except as otherwise provided in these Terms. If Products delivered to Buyer are not as warranted, Seller shall, at its option and as Buyer's exclusive remedy, either refund the purchase price, or repair and replace such Product, provided that: (1) Seller receives written notice and documentation of the defect from Buyer within ten (10) days of Buyer's discovery of the alleged defect; and (2) Buyer's discovery of such defect occurs within the warranty period specified in this Section 12. This warranty does not apply to any changes or modifications made to the Product without the prior written consent of the Seller, or any defect or damage to or issue with the Product arising: (a) from abuse or improper handling, use, installation, maintenance, or storage of delivered Products by Buyer or third parties; (b) from Buyer's Specifications for such Product being incorrect, inaccurate, ambiguous, or otherwise insufficient; (c) during carrier transit; (d) from normal wear and tear; (e) failure to adhere to Seller's instructions; or (f) other events and catastrophes beyond Seller's control. EXCEPT AS EXPRESSLY STATED IN THIS SECTION, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. No promise or affirmation of fact made by any employee, agent, or representative of Seller, nor any sample or prototype provided, shall constitute any additional warranty, or give rise to any liability or obligation of Seller. Seller neither expressly nor impliedly warrants, nor makes any representation whatsoever, as to the service life of the Products. In no event shall Seller be responsible for claims resulting in whole or in part, directly or indirectly, from the use, abuse or mishandling of new, serviced, reworked, defective or nonconforming Products, or for the costs of labor and/or materials expended on any such Products, or for Products that have been the subject of a replication (i.e., reverse engineering) program, either formal or informal, sponsored or supported by Buyer or any other entity.
13. LIMITATION OF SELLER LIABILITY.No action shall be brought for any breach of these Terms by Seller more than twelve (12) months after the accrual of such cause of action. IN NO EVENT SHALL SELLER BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF SUCH DAMAGES OR THE POTENTIAL OF SUCH DAMAGES. SELLER'S TOTAL LIABILITY SHALL NOT EXCEED THE PRICE PAID FOR THE AFFECTED PRODUCTS, whether such liability arises from Seller's breach of contract, breach of warranty, infringement of intellectual property rights, negligence, or strict liability in tort or otherwise. IN NO EVENT SHALL SELLER BE LIABLE FOR ANY DAMAGES RESULTING FROM OR IN CONNECTION WITH THE USE OF PRODUCTS DELIVERED UNDER THESE TERMS OR ANY ORDER IN ANY APPLICATION WHERE THE FAILURE OR INACCURACY OF THE PRODUCT MIGHT RESULT IN DEATH OR PERSONAL INJURY. This section shall survive termination or expiration of any agreement or relationship between the Parties to which these Terms apply.
14. INDEMNIFICATION. Buyer shall indemnify, defend, release and hold harmless Seller, its officers, directors, agents and employees, from any and all third-party claims, demands, lawsuits or proceedings of any kind brought or threatened against Seller and/or its officers, directors, agents and employees based on any claim, in whole or in part, that: (a) the Products as fabricated or manufactured by Seller in accordance with the Specifications or other information provided by Buyer fail to (i) be adequate for a particular purpose, (ii) comply with any product liability law, rule or regulation pertaining thereto, and/or (iii) be adequate for any use to which the Products are put after shipment by Seller to Buyer; and/or (b) otherwise arises from or relates to (i) Buyer's use, installation, modification, abuse or mishandling of the Products, or (ii) any Specifications provided by Buyer, including but not limited to intellectual property claims based on Buyer's designs. Buyer shall pay all costs, expenses, damages, liabilities and losses incurred by Seller, its officers, directors, agents and/or employees, as a result of any such actual or threatened claim, demand, lawsuit or proceeding, including but not limited to reasonable attorneys' fees. This section shall survive termination or expiration of any agreement or relationship between the Parties to which these Terms apply.
15. PATENT INFRINGEMENT OR TRADE SECRET VIOLATION CLAIMS. Buyer expressly represents and warrants to Seller that the Products fabricated, manufactured, and/or sold by Seller to Buyer in accordance with the Specifications, drawings, or other information provided by Buyer does not infringe upon any valid United States patent, copyright, or trademark, or knowingly violates any trade secret or other proprietary right of any third party. In addition to and without limiting any other provision contained in these Terms, Buyer shall, to the fullest extent permitted by law and at Buyer's sole cost and expense, indemnify, defend, release, and hold harmless Seller, its officers, directors, agents and employees, from and against any and all claims, demands, lawsuits or proceedings of any kind brought or threatened against Seller and/or its officers, directors, agents and employees based on any claim, in whole or in part, that the Products as fabricated or manufactured by Seller in accordance with the Specifications, drawings, or other information provided by Buyer, or the sale of the Products with respect thereto, infringes upon any patent, copyright, or trademark, or knowingly violates any trade secret or other proprietary right of any third party, and Buyer shall pay all costs, expenses, damages, liabilities, and losses incurred by Seller, its officers, directors, agents and/or employees, as a result of any such actual or threatened claim, demand, lawsuit or proceeding, including but not limited to reasonable attorney's fees.
16. CONFIDENTIALITY.
    1. "Confidential Information" means information in any form or medium and whether of a technical, business, or other nature and whether or not marked or designated by a Party as confidential or sensitive, that is disclosed by or on behalf of one Party hereto (the "Discloser") to the other Party (the "Recipient"), or the Recipient otherwise acquires from the Discloser during the course of the Parties' business relationship, that is (i) not generally known to the public, or (ii) by the nature of the circumstances surrounding the information, ought to be treated as proprietary or confidential. Confidential Information includes, but is not limited to, the following: (a) inventions, patents, and trademarks (together with all goodwill associated therewith); (b) trade secrets and know-how (including, without limitation, equipment and techniques used in the design, manufacture, servicing, testing, or delivery of Products); (c) copyright and copyrightable works (including, without limitation, all computer software associated with or embedded in the Product(s)); (d) pricing, lead times, process notes, and other business information with respect to any Product; and (e) all other technical data and confidential business information of the Discloser (including without limitation designs, drawings, specifications, customer and supplier lists, personnel, and financial or sales information).
    2. Recipient shall keep all Confidential Information of Discloser in confidence and shall not reproduce, use, or disclose such Confidential Information in whole or in part to any third party without the prior written consent of the Discloser and shall take reasonable precautions to safeguard the secrecy thereof. Recipient shall use any Confidential Information supplied by Discloser only in direct connection with the performance of any Order. Nothing contained herein shall grant Recipient any ownership in or rights to any Confidential Information or property furnished, except as otherwise specifically agreed to in writing. In the event of a conflict between this Section 16 and a separate applicable non-disclosure agreement between the Parties, the terms of the non-disclosure agreement shall control.
17. FORCE MAJEURE.Seller shall not be liable for delay in performance or for non-performance, in whole or in part, of its obligations under these Terms and/or any Order directly or indirectly resulting from causes beyond the control of either Seller or any of Seller's suppliers or subcontractors, including (without limitation) acts of God, acts of the Buyer or a third party, hostilities, embargoes, sabotage, civil disturbance, government regulations, strikes, labor shortages, lock-outs or other industrial action, illness, pandemics (including COVID-19 and government reactions to variants thereof), flood, fire, impact, explosion, adverse weather, delay in delivery to Seller or Seller's suppliers or shortage of any services, products, or materials. Upon the occurrence of any such event, Seller may without liability extend the time for performance under these Terms or any Order, cancel the Order, or reduce the volume of Products to be delivered under such Order; provided, however, that Seller shall provide prompt notice to Buyer of the occurrence of any such event. If the Order or other agreement between the Parties is frustrated or cancelled as a result of any such event, Seller shall be entitled to reasonable remuneration as it may specify.
18. GOVERNING LAW. These Terms and applicable Order shall be governed by and construed in accordance with the laws of the State of Oregon, and that any suit or proceeding to interpret or enforce this Agreement shall be in Washington County, Oregon.
19. ASSIGNMENT. Buyer may not assign its rights or obligations hereunder (whether voluntary, involuntary, by operation of law, transfer of majority or controlling interest or otherwise) without the prior written consent of Seller. These Terms shall be binding upon Buyer, its successors, and permitted assigns.
20. SURVIVAL. All rights, obligations, and duties hereunder, which by their very nature or by their express terms extend beyond the expiration or termination of any Order or other agreement between the Parties, including but not limited to warranties, indemnifications, and those pertaining to Confidential Information, and product support obligations, shall survive the expiration or termination of these Terms or any Order.
21. NO WAIVER. No failure of any Party to exercise any right under, or require compliance with, these Terms or Order, or knowledge of past performance at variance with these Terms or Order, shall constitute a waiver by such Party of its rights hereunder. No concession, latitude, or waiver allowed by either Party to the other at any time shall be deemed a concession, latitude, or waiver with respect to any rights unless and only to the extent expressly stated in writing, nor shall it prevent such Party from enforcing any rights in the future under similar circumstances.
22. PARTIAL INVALIDITY; SEVERABILITY. If any provision (or part thereof) of these Terms shall be determined to be invalid or unenforceable under any applicable law by any competent court or arbitration tribunal, such provision (or part thereof) shall be ineffective only to the extent of such prohibition or unenforceability, and shall otherwise be interpreted to fulfill its intended purpose to the maximum extent permitted by law. In other words, for the avoidance of doubt, the provision declared unenforceable shall be deemed to be restated to reflect as nearly as possible the meaning and essence of such provision (or part thereof) without rendering such amended provision invalid or unenforceable, to the maximum extent permissible by applicable law. The remaining provisions shall be given effect in accordance with their terms unless the purposes of these Terms can no longer be preserved by doing so.
23. INTERPRETATION. These Terms shall be construed as if drafted jointly by the Parties and no provision herein shall be interpreted for or against any Party because that Party or that Party's legal representative drafted such provision. If Buyer believes any requirements of the Order conflict with these Terms, Buyer shall promptly notify Seller in writing thereof. If Buyer proceeds without notifying Seller of such potential conflict, Buyer shall be bound by Seller's decision regarding the controlling requirement, and Buyer shall pay all resultant costs.
24. CAPTIONS & HEADINGS. The captions, headings and subheadings, section numbers, and other similar identifiers or references thereto appearing in these Terms have been inserted as a matter of convenience and for reference only and in no way define, limit or enlarge the scope or meaning of these Terms or any provision hereof.
25. RELATIONSHIP OF THE PARTIES. The relationship between the Parties will be that of independent contractors and not that of principal and agent, nor that of legal partners. Neither Party will represent itself as the agent or legal partner of the other party nor perform any action that might result in other persons reasonably believing that it has any authority to bind or enter into commitments on behalf of the other. Seller shall in no way be responsible for ensuring Buyer complies with any applicable employment or labor laws, and shall in no way be liable to any of Buyer's employees or agents for any actual or alleged breach thereof by Buyer. If Buyer is an individual, Buyer acknowledges that he/she/they is not an employee of Seller or any Seller Affiliate and is not entitled to the rights and benefits of a Seller or Seller Affiliate employee, including, but not limited to, participation in pension, savings, health care or other employee benefit plans and arrangements. If Buyer is a company or other entity, it acknowledges that Buyer Personnel are not Seller or Seller Affiliate employees and are not entitled to the rights and benefits of a Seller or Seller Affiliate employee including, but not limited to, participation in pension, savings, health care, and other employee benefit plans and arrangements.
26. BUYER PERSONNEL. Buyer shall ensure that all of Buyer's employees, agents, and other personnel adhere to these Terms and shall promptly notify Seller of any suspected or actual breach of these Terms by any such person. For any employee, agent, or other personnel of Buyer visiting the business premises of Seller and/or a Seller Affiliate, Buyer is solely responsible for ensuring such personnel practice diligence and follow all safety protocols required by Seller, Seller Affiliates, and/or applicable law while present on such business premises, and Buyer shall indemnify Seller to the maximum extent permitted by applicable law for any injuries suffered by such persons while on Seller's Premises. For any such personnel having access to any Confidential Information, Buyer shall exercise the highest degree of care and diligence in ensuring such personnel adhere to the provisions hereunder regarding the safekeeping, care, and otherwise handling of Confidential Information.
27. TAXES; OTHER FEES. In addition to the Product Price and any associated Surcharges or other expenses (as defined herein), Buyer shall pay to Seller any and all applicable taxes imposed by any present or future law on the sale, manufacture, delivery, use and/or other handling of the Products, whether such taxes are characterized as goods and services tax, sales tax, excise tax, value add tax, business transfer tax or otherwise (collectively, "Taxes"), but excluding income taxes normally paid by Seller, and all other reasonable charges for ancillary services and costs such as forming, galvanizing and other services, including but not limited to special packaging and the cost of performing any tests or inspections required by Buyer which are not regularly performed by Seller.
28. COMPLIANCE WITH LAWS.
    1. Buyer represents, warrants, and covenants that, in connection with any Order or the Products: (a) neither Buyer nor any of its directors, officers, employees, agents, subcontractors, or representatives has offered, paid, promised to pay, or authorized the payment of any money or anything of value to any government official (as defined under the U.S. Foreign Corrupt Practices Act ("FCPA")), political party, or candidate for political office for the purpose of influencing any act or decision to obtain or retain business or secure any improper advantage; (b) Buyer will comply fully with the FCPA (15 U.S.C. § 78dd-1 et seq.), the UK Bribery Act 2010, and all other applicable anti-corruption and anti-bribery laws; (c) Buyer maintains adequate internal controls and procedures to ensure compliance; and (d) Buyer will immediately notify Seller in writing of any actual or suspected violation. Buyer shall indemnify, defend, and hold Seller harmless from any claims, damages, liabilities, or expenses (including reasonable attorneys' fees) arising from Buyer's breach of this subsection. Seller may audit Buyer's relevant records upon reasonable notice and terminate any Order immediately without liability if Buyer breaches this subsection.
    2. Buyer represents, warrants, and covenants that: (a) it will comply fully with all U.S. export and import laws, including the International Traffic in Arms Regulations ("ITAR") (22 C.F.R. Parts 120–130), Export Administration Regulations ("EAR") (15 C.F.R. Parts 730–774), and sanctions administered by the Office of Foreign Assets Control ("OFAC"); (b) Buyer is not, and is not owned or controlled by, a denied or restricted party under any U.S. export laws; (c) Buyer will not export, re-export, transfer, or disclose any Products, technical data, or technology to any prohibited destination, entity, or end-use without prior U.S. Government authorization; (d) if Products are ITAR-controlled, Buyer will register with the U.S. Directorate of Defense Trade Controls if required and comply with all ITAR flow-down obligations; and (e) Buyer will obtain all necessary export/import licenses or approvals at its sole expense. Buyer shall provide Seller with end-use/end-user certifications upon request. Buyer shall indemnify, defend, and hold Seller harmless from any claims, fines, penalties, or expenses (including reasonable attorneys' fees) arising from Buyer's breach of this subsection. Seller may suspend performance or terminate any Order immediately without liability if Buyer breaches this subsection or if continued performance would violate U.S. law. This subsection survives termination or expiration of any Order.
29. NOTICES. All notices, demands, requests, consents, approvals, waivers, or other communications required or permitted under these Terms or any Order (each, a "Notice") must be in writing and delivered: (a) personally; (b) by nationally recognized overnight courier (with all fees prepaid); (c) by certified or registered mail (return receipt requested, postage prepaid); or (d) by email with confirmed receipt (e.g., read receipt or reply acknowledgment).Notices to Seller shall be sent to:
    American Metal Specialties, Inc.
    Attn: President/CEO
    CC: AMS Legal Department
    2480 NE Century Blvd.
    Hillsboro, OR 97124
    chayter@apiams.com
    dhayter@apiams.com

    Notices to Buyer shall be addressed to the contact and address/email set forth on the applicable Order or as otherwise provided in writing by Buyer. A Notice is deemed given and effective: (i) if personally delivered, upon delivery; (ii) if sent by overnight courier, one (1) business day after deposit with the courier; (iii) if sent by certified mail, three (3) business days after mailing; or (iv) if sent by email, upon confirmed receipt on a business day (or if sent after 5:00 p.m. Pacific Time or on a non-business day, the next business day). Either Party may update its Notice address by providing a compliant Notice to the other Party. Oral communications do not constitute Notice.

30. ATTORNEYS' FEES. In any action with respect to any Order and/or to enforce these Terms, the prevailing party shall recover from the other party reasonable attorneys' fees, costs, and expenses, including on appeal.
31. EXCLUSIVE AND ENTIRE AGREEMENT; MODIFICATION. Any contract by and between Buyer and Seller for the purchase and sale of Products created hereby and/or to which these Terms otherwise apply constitutes the entire agreement between the Parties with regard to the subject matter contained herein and these Terms shall exclusively determine the rights and obligations of the Parties regarding the purchase and sale of Products, notwithstanding and irrespective of any prior course of dealing, course of performance, or usage of trade, and may not be modified unless in a writing signed by Seller. Unless expressly accepted in writing by a Seller Authorized Representative, additional or differing terms or conditions proposed by the Buyer are rejected by Seller and have no effect on Seller or any agreement between the Parties.