SUPPLIER TERMS AND CONDITIONS

Effective Date: November 18th, 2025

THESE SUPPLIER TERMS AND CONDITIONS (these "Terms", as defined below) are incorporated by reference into any and all purchase orders, purchase agreements, or related documents and remarks issued by Buyer to Supplier, and shall govern all transactions and other business relationships between Buyer and Supplier unless otherwise expressly and explicitly agreed to in a signed writing by an Authorized Representative of Buyer.

DEFINITIONS.
1. "Affiliate" means any entity controlling, controlled by, or under common ownership or control of a party to this Agreement.
2. "Agreement" means any Order or other agreement that incorporates and/or otherwise references these Terms.
3. "Authorized Representative" means the Chief Executive Officer or President of the Buyer or an individual authorized in writing by the Buyer's Chief Executive Officer or President.
4. "Buyer" means American Metal Specialties, Inc., an Oregon corporation, or any Affiliate thereof that issues an Order referencing the Agreement and/or these Terms.
5. "Buyer's Customers" means the ultimate owner, lessee, or operator of the Goods and/or Services and includes any purchaser of an end product incorporating the Goods and/or Services provided by Supplier under the Order.
6. "Delivery Date" means the date of delivery for Goods and/or Services as specified in an Order.
7. "Goods" means all goods, parts, supplies, material, software, technology, drawings, data, reports, manuals, other specified documentation, Services, or items that are required to be delivered pursuant to, or in connection with, an Order. For clarity, changes made by Buyer to the part numbers and/or other descriptions of the Goods as a result of a change will continue to be Goods.
8. "Lead Time" means the time that Buyer and Supplier have agreed is the total time needed for Supplier to meet a Delivery Date for Goods and/or Services following receipt of a requirement for such Goods and/or Services, as measured based on the date of receipt of the relevant Goods and/or Services at Buyer's facility.
9. "Order" means a purchase order or purchase agreement issued by Buyer to Supplier or any other paper or electronic document sent by Buyer to Supplier to indicate the ordering of Goods and/or Services, including modifications thereto. The phrase "in connection with the Order" includes performance of the Order, performance in anticipation of the Order, and preparation of a bid or proposal for the Order. Where any context permits, the term Order includes Agreement.
10. "Parties" means Buyer and Supplier together, and "Party" means one of them.
11. "Services" means those services contracted for and supplied by Supplier, and as may further be described in Orders. "Services" also includes Supplier's activities ancillary to manufacture or delivery of Goods, including design, engineering, installation, and repair and maintenance thereof, even if performed prior to the effective date of an Agreement or the issuance of an Order.
12. "Specifications" means all requirements with which the provision of Goods and/or Services hereunder must comply, as specified or referenced by Buyer in Orders, as such requirements are modified from time to time by Buyer.
13. "Supplier" means the legal entity providing Goods and/or Services or otherwise performing work pursuant to an Order and/or Agreement.
14. "Supplier Personnel" shall mean Supplier's employees, agents, representatives, subcontractors, subcontractor employees, or any person used by Supplier in the performance under an Order and/or Agreement.
15. "Terms" means these terms and conditions contained herein, including all appendices.
ORDER ACCEPTANCE. Supplier's (i) full or partial performance under the Order, or indication thereof, or (ii) acknowledgment of the Order, is acceptance of the Order and all terms and conditions contained in the Order, including these Terms. Any additional or different terms contained in Supplier's forms and/or documents are rejected unless expressly accepted in writing by an Authorized Representative of Buyer. If an Order is issued in response to an offer by Supplier, Buyer's acceptance of such offer is conditioned on Supplier's assent to these Terms. Buyer hereby expressly objects to all preprinted or conflicting terms in the Supplier's documents.
SPECIFICATIONS. Supplier shall comply with all Specifications. Supplier shall immediately notify Buyer, in writing, of any failure of Supplier and/or the Goods or Services to comply with the Specifications. Supplier is responsible for verifying compatibility and fitness of the Goods and/or Services for Buyer's intended use, including but not limited to integration with Buyer's equipment. Supplier shall make no substitutions without Buyer's written approval.
DELIVERY.
1. Delivery shall be FOB Buyer's facility unless otherwise specified by Buyer. Title and, notwithstanding the foregoing, risk of loss shall pass to Buyer upon Buyer's receipt of Goods at Buyer's facility or other third-party location directed by the Buyer. If Buyer makes progress and/or installment payments to Supplier on account of Goods, title to such Goods shall pass in proportion to payments made.
2. Time is of the essence in Supplier's performance of an Order, and Supplier shall deliver the Goods and perform Services by the Delivery Date. Supplier shall comply with all reasonable requests by Buyer to expedite the provision of Goods and/or Services. Supplier shall immediately notify Buyer of any delay in the delivery or provision of the Goods and/or Services and mitigate any such delays using all reasonable efforts. Delays entitle Buyer to cancel, procure cover (ORS 72.7120), or recover damages from Supplier, including consequential damages. Excess shipments may be returned at Supplier's expense. Buyer may refuse early deliveries.
INSPECTION, ACCEPTANCE, AND REJECTION.
1. Supplier shall only tender Goods to Buyer that have passed inspection in accordance with the applicable inspection system and that otherwise conform to all requirements of an Order. Supplier is fully responsible for the design, fabrication, and construction of the Goods and for compliance with all terms, conditions, specifications, drawings, and codes applicable to the Order.
2. Buyer may provide written notice of acceptance of the Goods to Supplier. However, in the absence of Buyer's written acceptance and notwithstanding (i) prior inspection of, (ii) payment for, (iii) use of, (iv) delivery of, or (v) transfer of title to or risk of loss of the Goods to Buyer, acceptance shall not be deemed to occur until 12 months following Buyer's receipt of such Goods (the "Inspection Period").
3. During the Inspection Period, Buyer may: (i) reject all or a portion of any nonconforming Goods; or (ii) accept all or a portion of such nonconforming Goods with a price reduction for the cost of repair or the diminution of value.
4. Within 30 days of Supplier's receipt of Buyer's notification of a nonconformity, Supplier shall, at its own cost and expense, investigate the nonconformity, deliver to Buyer a written report of its investigation and conclusions, and formulate a corrective action plan acceptable to Buyer. Once approved by Buyer, Supplier must then timely implement such corrective action plan.
5. With respect to nonconforming Goods rejected prior to acceptance, Buyer may, at its election and at Supplier's risk and expense, either: (i) hold nonconforming Goods for Supplier; or (ii) return nonconforming Goods to Supplier for, at Buyer's option, either (A) full credit or refund or (B) replacement Goods to be received within 24 hours of nonconformity notification, or to the fastest extent commercially possible. Title to such nonconforming Goods returned to Supplier shall transfer to Supplier upon delivery to Supplier and such returned Goods shall not be replaced by Supplier except upon written instructions from Buyer. Replacement Goods delivered to Buyer hereunder shall be shipped at Supplier's expense and risk of loss. Additionally, nonconforming Goods rejected prior to acceptance shall not be tendered again to Buyer for acceptance unless permitted by Buyer and applicable law, and accompanied by a disclosure of Buyer's prior rejection.
6. Notwithstanding any other provision, in addition to the foregoing, Supplier shall be liable for Buyer's actual costs, expenses and damages related to or arising from nonconforming Goods and/or Services, including but not limited to labor and other costs related to transportation, expediting, removal, disassembly, failure analysis, fault isolation, assembly, reinstallation, reinspection, retrofit, replacement, and any and all other such corrective actions costs incurred by Buyer.
REPRESENTATIONS & WARRANTIES OF SUPPLIER.
1. Supplier represents and warrants to Buyer and Buyer's successors, assigns, Buyer's Customers, and users of Goods sold by Buyer that all Goods provided under the Order shall be, upon acceptance thereof pursuant to Section 5 above, and thereafter continue to be: (i) merchantable; (ii) fit for the purpose intended; (iii) new; (iv) free from defects in material and workmanship; (v) free from defects and design if the design is not provided by Buyer; (vi) manufactured in strict accordance and compliance with the Specifications; (vii) free from liens or encumbrances on title; and (viii) free of viruses and other sources of network corruption (collectively, the "Goods Warranty"). If the Order requires specific Goods to perform as a system, the foregoing Goods Warranty also shall apply to those Goods as a system. Inspection, test, acceptance, or use of Goods furnished hereunder shall not affect Supplier's obligations under this Goods Warranty, and such Goods Warranty shall survive inspection, test, acceptance, and use.
2. Supplier represents and warrants to Buyer and Buyer's successors, assigns, and Buyer's Customers that all Services provided under or in connection with an Order: (i) have been, if applicable, and will be performed in a professional and workmanlike manner and in accordance with current, sound and highest generally accepted industry standards and practices by appropriately licensed, trained, and supervised personnel who are experienced in the appropriate fields; and (ii) do, if applicable, and will conform to and be in compliance with all applicable Specifications, performance requirements and other requirements contained in the Order (the "Services Warranty").
3. Buyer may require Supplier to promptly (i) repair or replace, at Buyer's option, any Goods which breach the Goods Warranty and (ii) re-perform or correct any Services which breach the Services Warranty. Goods Returned to Buyer hereunder shall be shipped at Supplier's expense and risk of loss and shall be accompanied by notice stating whether they are new replacements or repaired originals, and shall continue to be covered under the Goods Warranty. Supplier shall conduct intake, review, analysis and any other activity required to evaluate whether the returned Goods are covered by the Goods Warranty at no expense to Buyer.
4. Notwithstanding any other provision, in addition to the foregoing, Supplier shall be liable for Buyer's actual costs, expenses and damages related to or arising from Goods and/or Services not conforming to the Goods Warranty and/or Services not conforming to the Goods Warranty or the Services Warranty, as applicable, including but not limited to labor and other costs related to transportation, expediting, removal, disassembly, failure analysis, fault isolation, assembly, reinstallation, reinspection, retrofit, replacement, and any and all other such corrective action costs incurred by Buyer.
5. Supplier represents and warrants to Buyer that all documentation and certifications by Supplier or Supplier's subcontractors or business partners related to the Goods, Services, and/or Order, as applicable, are current, complete, truthful, and accurate and have been signed or stamped, as applicable, by individuals authorized and qualified to sign or stamp such documentation and certifications.
6. All warranties are express and implied, are not disclaimed by Buyer except by Buyer's signed writing (ORS 72.3160), and survive inspection, acceptance, and payment.
INDEMNIFICATION. Supplier shall indemnify and hold harmless Buyer, Buyer's Customers, insurers, successors and assigns, Affiliates, and their employees, agents, officers and directors from and against any and all suits, claims, judgments, awards, losses, damages, costs or expenses (including attorneys' fees) relating to, arising out of, or otherwise caused by (i) Supplier's performance under the Order or Agreement, (ii) any act or omission of Supplier, or (iii) any Goods or Services. In addition to and without limiting the foregoing or any other Buyer remedies, Supplier shall hold Buyer harmless from any loss, damage, liability, penalty, or fine arising out of or relating to Supplier's or a Supplier Affiliate's failure to provide relevant representations, certifications, consulting, or other relevant information that is truthful, current, accurate, and/or complete. Supplier's indemnification obligations hereunder covers, without limitation, injuries, sickness, diseases (including occupational disease whenever occurring), or death of employees of either Party or Buyer Affiliate.
TAXES. All payments or prices are exclusive of any transactional taxes, including sales and use, value-added, goods and services, or any other taxes, fees or duties (the "Taxes") levied in regard to any of the transactions covered by this Agreement or the Order. Buyer is not responsible for any taxes based on Supplier's income, payroll, or gross receipts. When invoicing, Supplier shall separately state any Taxes that Supplier is required to collect from Buyer.
INSPECTION & AUDIT RIGHTS. Supplier (which, for purposes of this Section, includes Supplier and its suppliers, subcontractors, and business partners) shall at any time, and after reasonable notice by Buyer, grant Buyer, Buyer's Authorized Representatives, Buyer's Customers, and any competent regulatory authority unrestricted access to (or if requested by Buyer, provide to Buyer copies of) Supplier's books, records and documentation (including, without limitation, those pertaining to quality, legal and regulatory compliance, inspection and testing of Goods and Services, physical and network security and data protection procedures and controls, ethics and compliance programs, and any other requirement or obligation under the Order) wherever such books and records may be located, and (ii) provide Buyer, Buyer's Authorized Representatives, Buyer's Customers, and any competent regulatory authority the right to access Supplier's premises, and to perform any type of inspection, test, audit, or investigation with respect to Supplier's premises and network for the purpose of enabling Buyer to verify compliance with the requirements set forth in the Order or for any other purpose indicated by Buyer's Customers and/or said authority in connection with the design, development, certification, manufacture, sale, use, and/or support of the Goods and/or Services. Any corrective action requested by Buyer, Buyer's Customers and/or any said authority following any such inspection, test, audit, or investigation shall be implemented by Supplier at Supplier's cost.
BUYER-FURNISHED & BUYER-FUNDED ITEMS.
1. All material, including information, furnished by Buyer to Supplier under the Order (the "Buyer Furnished Items") shall be delivered as specified in the Order or, if not specified, in sufficient time to enable Supplier's timely performance. Buyer shall have no liability to Supplier for any delays or failures in the delivery of Buyer Furnished Items. If Buyer Furnished Items are not delivered to Supplier in sufficient time to enable Supplier to meet Delivery Dates, Supplier may notify Buyer of the delay and shall be entitled to an extension of such schedule equal to the period of the delay. Such adjustment shall be Supplier's sole and exclusive remedy. Title to Buyer Furnished Items shall remain with Buyer.
2. Title to all tooling, test equipment, and material identified as a separate line item under an Order, or referred to in any agreement between Buyer and Supplier, and fabricated or acquired by Supplier ("Buyer Funded Items") shall vest in Buyer. Buyer shall have the right to have Supplier convey possession of Buyer Funded Items to Buyer promptly upon written request.
3. For all Buyer Furnished Items and Buyer Funded Items (collectively, "Buyer Items"), Supplier shall mark and identify such items as Buyer's property, store them safely and separately from Supplier's property at Supplier's expense, and maintain them in good condition. Supplier shall keep Buyer Items free of liens, claims, or encumbrances. Supplier is responsible for loss or damage to Buyer Items, reasonable wear and tear expected. Supplier shall not substitute, deliver to third parties, or use Buyer Items except strictly to fulfill the Order. Buyer may inspect such items at Supplier's premises upon reasonable notice. Upon completion or termination of the Order, or at any time upon Buyer's request, Supplier shall, at its own expense, dispose of Buyer Items in accordance with Buyer's instructions. Supplier shall, upon discovery, provide notification to Buyer if any Buyer Items are lost, damaged, or destroyed.
CHANGES. Buyer may change Specifications, quantities, or Delivery Dates of Goods and/or Services via written notice to Supplier. In the event of such a change, Supplier shall promptly comply with such change and equitably adjust prices/dates, substantiated and confirmed in writing within 10 days of Supplier's receipt of the written change notice. No changes to Specifications, quantities, or Delivery Dates that are initiated by Supplier shall be permitted without Buyer's written approval.
DELAYS & SETOFF. Whenever there is an actual delay or threat to delay the timely performance of the Order, Supplier shall immediately notify Buyer in writing of the probable length of any anticipated delay and take, and pay for, all activity to mitigate the potential impact of any such delay. Buyer and its Affiliates may withhold, deduct and/or set off all money due, or which may become due to Supplier arising out of Supplier's performance under the Order or any other transaction with Buyer or its Affiliates.
SUBCONTRACTING. Any subcontracting by Supplier of all or substantially all of its responsibilities or obligations hereunder requires Buyer's prior written consent. Any such subcontracting by Supplier of its responsibilities or obligations hereunder, without Buyer's prior written consent, shall be wholly void, invalid, and totally ineffective for all purposes. In the case of any subcontracting or approved delegation of any of its responsibilities or obligations hereunder, Supplier shall perform all supply chain management activities that are necessary for on-time delivery of the Goods and/or Services conforming to the requirements set forth herein. Supplier shall be solely and fully responsible for monitoring said suppliers under all provisions of the applicable subcontracts, and for ensuring that each of its suppliers complies with the requirements set forth herein. Supplier shall remain fully liable to Buyer for, and shall be Buyer's sole point of contact for, all aspects of proper performance of the Order, regardless of (i) any subcontracting, (ii) Buyer approval of the subcontractors, or (iii) Supplier's failure to ensure the relevant subcontracts contain provisions that comply in substance with the requirements set forth herein.
STOP WORK ORDER. Buyer may, from time to time, require Supplier to stop all or any portion of the work called for by the Order for a period of up to 120 days at each such time, or such longer period of time as may be required by Buyer's Customers ("Stop Work Period"). Upon receipt of written notice detailing the length and scope of the Stop Work Period, Supplier shall immediately comply with its terms at no charge. Within the Stop Work Period, Buyer may either: (i) cancel the stop-work order and Supplier shall resume work; or (ii) terminate the work covered by the stop-work order, for default or convenience, as the context requires, in accordance with the provisions of the Order and this Agreement. If Buyer has not exercised its rights set forth in either (i) or (ii) above prior to the expiration of the Stop Work Period, then at least 30 days prior to said expiration, Supplier shall notify Buyer of its intent to resume work under the applicable Order and shall obtain Buyer's written consent prior to resuming work.
INSURANCE.
1. Without limiting Supplier's duty to defend, indemnify, and hold harmless hereunder, Supplier agrees to secure and maintain insurance policies with coverage amounts that are commercially sufficient based on the nature of Supplier's work, customs of the Supplier's industry, and applicable laws. Such insurance coverage shall include, without limitation, the following: (i) commercial general liability insurance; (ii) worker's compensation insurance and employer's liability insurance; (iii) general umbrella liability insurance; (iv) contractual liability insurance; and (v) any other insurance police and/or coverage in which companies having a similar nature of business to Supplier would be reasonably expected to have.
2. In addition to the foregoing: (i) if Supplier vehicles are used on Buyer's premises and/or used to accomplish work under the Agreement and any Order or otherwise on behalf of Buyer, Supplier shall secure and maintain automobile liability insurance and umbrella liability insurance in which the limit of liability for property damage and bodily injuries, including accidental death, shall be a minimum combined single limit of $2,000,000 for any one accident; (ii) if Supplier or its subcontractors have Buyer's materials or equipment in its care, custody or control, Supplier shall secure and maintain all-risk property insurance in an amount sufficient to meet or exceed the value of such material; (iii) if Supplier is performing professional services on behalf of Buyer, Supplier shall secure and maintain professional liability insurance with a limit of no less than $5,000,000 per claim; (iv) if Supplier is rendering computer, coding or information technology services and/or technology products on behalf of Buyer, Supplier shall secure and maintain technology errors and omissions liability insurance with a limit of not less than $25,000,000 per claim, which insurance shall include, at a minimum, coverage for liabilities arising from errors, omissions, or negligent acts in rendering or failing to render such services and products, computer or information technology products covering the acts of Supplier and its subcontractors; and (v) if Supplier is providing any software, code, artificial intelligence, or algorithms (other than off-the-shelf, non-customized software), has access to Buyer's or Buyer's Customers' computer systems and databases, processes, or Confidential Information on Supplier's systems, Supplier shall secure and maintain privacy and network security (cyber) insurance, in an amount not less than $25,000,000 per claim, which insurance shall include, at a minimum, protection for privacy breach, system breach, denial or loss of service, introduction, implantation, or spread of malicious software code, and unauthorized access to or use of computer systems covering the acts of the Supplier and its subcontractors.
3. All insurance shall be issued by companies authorized or permitted to do business under the laws of the state or jurisdiction in which all or part of the Services are to be performed and/or the Goods are to be produced, and must have an AM Best financial rating of A- or better or an equivalent rating as produced by another rating agency acceptable to Buyer. Supplier shall name Buyer as an additional insured on all such insurance policies to the extent commercially practicable. Supplier shall promptly notify Buyer, in writing, of any cancellation or termination of insurance policies that provide coverage for reasonably foreseeable claims or losses arising out of or relating to Goods and Services.
4. To the extent permitted by law, Supplier and its insurer(s) agree that subrogation rights against Buyer and its Affiliates are hereby waived under any of the foregoing commercial general liability umbrella liability, auto liability, and auto liability and workers compensation insurance policies; such waiver shall be reflected on the insurance policies.
5. Supplier shall insure Goods in transit for Buyer's benefit.
6. Buyer's failure to monitor compliance or unsatisfactory compliance with the terms of these insurance requirements does not modify or waive Supplier's obligations and/or Buyer's rights hereunder.
7. Any self-insurance, self-retained layer, deductibles, and exclusions in coverage in the insurance policies described above will be assumed by, for the account of, and at the sole risk of Supplier. In no event will the Supplier's liability be limited to the extent of the minimum limits of insurance required herein.
8. Supplier shall require its subcontractors to maintain insurance in the amounts and types required by this Section 15.
TERMINATION FOR CONVENIENCE.
1. Buyer may, at any time, terminate all or part of an Order or Agreement for its convenience upon written notice to Supplier. Upon such a termination, Supplier shall immediately cease work, deliver completed goods, refund all advances, and deliver any work-in-process requested by Buyer.
2. Buyer shall not be liable to Supplier for an Order terminated prior to the commencement of Lead Time.
3. In the event Buyer terminates an Order or Agreement for its convenience after performance has commenced, Buyer will compensate Supplier only for the actual and reasonable work-in-progress costs incurred by Supplier on Goods and/or Services required to be delivered within the Lead Time period, calculated from Buyer's issuance of the notice of termination. If the Order does not specify Lead Time, Lead Time shall be the reasonable average time required to manufacture and deliver the Goods and/or perform the Services. Supplier shall use reasonable efforts to mitigate its own and Buyer's liability under this Section. In order to receive compensation, Supplier must submit its termination claim, by means of a form and process directed by Buyer, within 90 days from the effective date of the termination.
4. Buyer shall not be liable to Supplier for costs or damages other than described above, and in no event for lost or anticipated profits, or unabsorbed indirect costs or overhead, or for any sum in excess of the price allocated to the portion of the Order terminated.
TERMINATION FOR DEFAULT.
1. Buyer may, by written notice, terminate the Order or Agreement or any portion thereof, for default without any liability or obligation whatsoever to Supplier for the portion terminated, in the following circumstances: (i) Supplier fails to perform any obligation hereunder, including a delivery obligation; (ii) when Buyer has reasonable grounds for insecurity, and Supplier fails to provide adequate assurance of performance within 10 days following Buyer's demand, or (iii) in the event of Supplier Insolvency (as defined below).
2. For purposes of this Section, "Supplier Insolvency" means any occurrence or circumstance in which Supplier: (i) becomes insolvent; (ii) becomes unable to pay its debts as they mature; (iii) makes a general assignment for the benefit of creditors; (iv) has a receiver appointed for the whole or any substantial part of its assets; or (v) becomes in any way the subject of a bankruptcy petition.
3. Buyer shall have no liability in relation to those Goods and/or Services terminated for Supplier's default. Supplier shall be liable to Buyer for any and all expenses, costs, and damages including increased re-procurement costs, requalification costs, and other non-recurring costs, except in the circumstances of any failure or delay constituting an "Excusable Delay" as set forth herein under the Section and/or Subsection entitled "Force Majeure."
4. If the Order is entirely or partially terminated under this Section other than pursuant to a Supplier Insolvency, Buyer, in addition to any other rights Buyer may have, may require Supplier, at no chare to Buyer, to: (i) deliver to Buyer all information, data, know-how, and other Intellectual Property, including proprietary and manufacturing information, utilized by Supplier in performing the Order; (ii) deliver the tooling and test equipment necessary to make or have made the Goods, perform the Services and provide technical and transition assistance; and (iii) provide to Buyer a worldwide, perpetual, non-exclusive, fully-paid, irrevocable, license, with the right to grant sublicenses, to Supplier's information, data, know-how, and other Intellectual Property, including proprietary and manufacturing information, to the extent necessary, to enable Buyer to make, have made, use, sell and license the Goods and/or perform, or have performed, the Services.
5. If, after notice of termination under this Section, it is determined that Supplier was not in default, the rights and obligations of the Parties shall be the same as if the notice of termination had been issued pursuant to Section 16 (Termination for Convenience). In such case, Supplier shall not be entitled to any remedy other than as provided for in Section 16.
CONFIDENTIALITY & NONDISCLOSURE.
1. "Confidential Information" means any information of confidential and/or proprietary nature, in any form or medium and whether or not marked or designated as confidential or sensitive, that is directly or indirectly received by Supplier from Buyer, or acquired or developed in the course of Supplier doing business with Buyer and/or pursuant to Supplier's provision of Goods and/or Services to Buyer, including (without limitation) the following: (i) nonpublic ideas, discoveries, designs, trade secrets, data, and technology of Buyer, Buyer's vendors, and Buyer's Customers (whether current, former, or prospective); (ii) tooling, drawings, designs, specifications, data, and other information pertaining to Buyer's provision of parts, components, and other goods and related services to Buyer's Customers (current, former, and prospective customers); (iii) any other proprietary or confidential information of Buyer's Customers (whether current, former, or prospective customers); (iv) information regarding the needs and/or preferences of Buyer's Customers (whether current, former, and prospective customers); (v) information regarding the Buyer's employees (e.g., social security numbers, addresses, phone numbers, etc.); (vi) other information of commercial nature (e.g., Buyer's sales strategy, names of the Buyer's current or former customers, prices and markets, etc.), technical nature (e.g., job or product specifications, etc.), strategic nature (e.g., Buyer's research and development), or administrative nature (e.g., Buyer's human resources information, financial and accounting data and information, etc.); and (vii) all other information that would ordinarily be considered sensitive or confidential by businesses of similar nature as the Buyer, Buyer's customers, and/or Buyer's vendors.
2. Supplier understands and acknowledges that it may learn or be given access to Confidential Information as a result of the business relationship between Supplier and Buyer. Therefore, Supplier hereby covenants and agrees to the following: (i) Supplier shall not copy, transmit, reverse engineer, decode, reproduce, summarize, quote, disclose, profit from, or otherwise make any use of or disseminate any Confidential Information except as reasonably necessary for the strict purpose of performing any duties and/or obligations owed to or on behalf of Buyer; (ii) Supplier shall exercise the highest degree of care in maintaining and safeguarding the Confidential Information against any loss, theft, and/or other inadvertent destruction or disclosure and shall take all reasonably necessary steps and procedures to ensure that such Confidential Information remains confidential and secure; (iii) Supplier shall not remove from the Buyer's business premises any Confidential Information other than what is reasonably necessary for the Supplier's performance of any duties and/or obligations owed to the Buyer; (iv) Supplier shall immediately discuss any questions or concerns Supplier may have regarding the Confidential Information with an Authorized Representative of Buyer, including without limitation whether or not any particular item is Confidential Information or otherwise subject to this Agreement; and (v) Supplier shall not otherwise use Confidential Information except for purposes strictly related to Supplier's provision of Goods and/or Services to Buyer under an Order.
3. Supplier understands that there may be severe legal consequences associated with improper disclosure or misuse of the Confidential Information, and understands that there may be similar legal prohibitions from using or disclosing any Confidential Information. In addition, Supplier understands that a breach of Supplier's obligations with regard to the Confidential Information may result in irreparable and continuing damage to Buyer for which there will be no adequate remedy at law. Therefore, if Supplier breaches any of the terms contained in this Agreement, Supplier acknowledges and agrees that Buyer shall be entitled to seek and obtain specific performance of the terms contained herein relating to Confidential Information, including without limitation injunctive relief restraining Supplier from committing any such breach, in addition to all other remedies and further relief available to Buyer at law, such as monetary damages.
4. Supplier shall indemnify and hold Buyer harmless from and against any costs, damages, and fees (including attorney and other professional fees) arising from or attributable to any claims and allegations from any third party that arise from or relate to Supplier's actual, purported, or alleged breach of obligations set forth in this Section 18 and/or otherwise relating to the Confidential Information.
5. Supplier understands and agrees that the obligations contained in these Terms regarding Supplier's obligations relating to Confidential Information survive the termination and/or modification of any Order and/or other business relationship between Supplier and Buyer. If Supplier's business relationship with Buyer terminates, or upon the request of an Authorized Representative of Buyer at any time, Supplier shall promptly return to Buyer all Confidential Information in the possession or under the control of Supplier, and shall notify Buyer of any such information that may have been lost, destroyed, or otherwise compromised.
COUNTERFEIT PARTS. Supplier shall institute and maintain reasonable quality control measures to ensure that the components and materials it uses in the supply of Goods and/or Services are of original manufacture and are not counterfeit or of substandard quality. Supplier shall implement and use all reasonable procedures and inspection practices to investigate the sourcing and quality control procedures of Supplier's components and material used in the provision of Goods and/or Services, and ensure that such components and materials are not counterfeit or of substandard quality and otherwise comply with these Terms.
COMPLIANCE WITH LAWS.
1. Supplier shall comply with all national, federal, state, provincial, and local laws, ordinances, rules, and regulations applicable to the performance of the Order, except to the extent inconsistent with U.S. antiboycott laws, including (without limitation) the following (collectively, the "Laws"): (i) the manufacture or provision of Goods and the supply of Services; (ii) the shipping of Goods; and (iii) the configuration or content of Goods and/or Services for the use intended by Buyer. Supplier agrees to cooperate with and support Buyer's and Buyer's Customers' efforts to comply with all Laws, and utilize the tools and systems provided by Buyer to ensure such compliance.
2. Supplier shall, at the earliest practicable time, notify Buyer in writing if Supplier is subject to any federal, state, or foreign governmental criminal proceeding alleging fraud or corrupt practices, once initiated by the filing of a formal charging document in a court of law; and further notify Buyer of any subsequent felony convictions or deferred prosecution agreement(s) related to the foregoing.
3. Supplier agrees to comply with Buyer's and Buyer's Customers' environmental, health and safety standards, requirements, and restrictions during Supplier's performance hereunder and when at Buyer's jobsites, including, without limitation, adhering to Buyer's safety instructions, notifying Buyer prior to the commencement of work and providing Buyer with any test reports or results related to Goods and/or Services, as applicable.
4. Supplier shall comply with laws relating to data privacy, the protection of personal information or data, and the cross-border transfer of personal information or data and shall be responsible for providing any notice required by law to the data subjects whose personal data it provides to Buyer.
5. Supplier agrees to comply with all export, international trade, and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) Supplier represents and warrants that it is not listed on any U.S. government list of prohibited or restricted parties or located in, materially associated with, and/or under control by a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a "terrorist supporting" country, and (ii) Supplier will not (and will not permit any other person(s) or entities to) access or use any Confidential Information (as defined in Section 18 above) or otherwise cause any violation of any U.S. embargo, prohibition or restriction in connection with Supplier's performance under this Agreement and/or any Order.
6. In addition to and without limiting any of the foregoing, Supplier shall not disclose or otherwise transfer any Confidential Information, technical data, or equipment furnished to it by Buyer or Developed by Supplier therefrom to any third party, including foreign nationals employed by the Supplier within the United States, except in compliance with all applicable US export control laws, regulations and directives, including but not limited to the following (collectively, the "ITC Laws"): (i) the Arms Export Control Act, Export Administration Regulations ("EAR"), 15 Code of Federal Regulations (C.F.R.) Parts 730-744; (ii) International Traffic in Arms Regulations ("ITAR"), 22 C.F.R. Parts 120-130; (iii) Foreign Assets Control Regulations and associated Executive Orders, 31 C.F.R. Parts 500-598; (iv) Internal Revenue Code, 26 U.S.C. § 999; (v) Customs regulations, 19 United States Code (U.S.C.) and Title 19 C.F.R.; (vi) any relevant U.S. Department of Defense (DoD) directives; and (vii) applicable customs and export laws and regulations of other countries, except to the extent they are inconsistent with the U.S. laws.
7. Supplier hereby acknowledges that the Goods and/or Services, whether considered substances, preparations or articles under EU law, may be used in or for, contained in, or otherwise become part of articles or goods manufactured by Buyer and supplied to Buyer Customers based in the European Union (EU). In order to facilitate Buyer's compliance with applicable EU laws and regulations, Supplier shall use best efforts to ensure all Goods and/or Services comply with all applicable EU laws, standards, and regulations, which include (without limitation) the following: (i) EU chemical laws; (ii) EU product safety laws; (iii) EU labor and employment laws; (iv) EU industry-specific laws and regulations, such as those pertaining to the provision of goods and related services associated with the aerospace industry; (v) EU product safety and liability laws; (vi) EU cybersecurity and data protection laws; and (vii) all other EU laws applicable to the Goods and/or Services.
8. Buyer reserves the right to terminate or suspend any Order in the event that there is or could be a potential breach of the Laws, ITC Laws, or any other applicable law, regulation, or ethical rule applicable to Buyer, including, but not limited to, international trade compliance rules prohibiting the purchase or sale of goods and services to and from certain countries, or certain individuals or legal entities that are subject to international economic, financial, or other sanctions.
9. In addition to and without limiting any other provision contained herein, Supplier shall indemnify, defend, and hold Buyer harmless from any and all claims, demands, damages, costs, fines, penalties, or action arising from or relating to Supplier's breach of any Law, ITC Law, or any other applicable law, regulation, or ethical rule applicable to Buyer or the Goods and/or Services. This indemnification shall extend to apply in the event of a breach of any of the foregoing laws by any Supplier Personnel.
CONFLICT MINERALS. Supplier recognizes, consistent with the public policy underlying enactment of the Conflict Minerals provision (Section 1502) of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act"), the significant legal and non-legal risks associated with sourcing tin, tantalum, tungsten, and gold (the "Conflict Minerals") from the Democratic Republic of the Congo and adjoining countries ("DRC countries"). Accordingly, Supplier commits to comply with Section 1502 of the Act and its implementing regulations; to the extent Supplier is not a "Registrant" as defined in the Act, Supplier shall comply with Section 1502 of the Act and its implementation regulations except for the filing requirements. In particular, Supplier commits to have in place a supply chain policy and processes to undertake: (i) a reasonable inquiry into the country of origin of Conflict Minerals incorporated into products it provides Buyers; (ii) due diligence of its supply chain, following a nationally or internationally recognized due diligence framework, as necessary, to determine if Conflict Minerals sourced from the DRC countries directly or indirectly support unlawful conflict there, and (iii) risk assessment and mitigation actions necessary to implement the country of origin inquiry and due diligence procedures. Supplier shall take all other measures as are necessary to comply with Section 1502 of the Act and its implementing regulations, including any amendments thereto. Without limiting the foregoing, Supplier shall otherwise ensure all Supplier Personnel and any subcontractors or other agents Supplier uses in accordance with these Terms and in connection with Supplier's performance of the Order comply with the terms of this Section.
MISCELLANEOUS.
1. Force Majeure. Supplier shall be liable for any failure or delay in performance in connection with the Order, except where such failure or delay results from causes that are, at one and the same time, unforeseeable, unavoidable, and outside of its control and without its fault or negligence, provided Supplier gives Buyer, within 3 days of Supplier's learning of such cause, written notice to the effect that a failure or delay by Supplier will occur or has occurred (an "Excusable Delay"). If a failure or delay in performance is caused by an event affecting any of Supplier's suppliers and/or vendors, such failure or delay shall not be excusable unless such event is an Excusable Delay (as defined above) and the good or service to be provided by such supplier is not obtainable by Supplier from other sources in time for timely delivery of the Goods to Buyer. Buyer may cancel without liability to Supplier its purchase of any Goods and/or Services affected by Supplier's failure or delay in performance and, if the delay is expected to last for a period that could impact deliveries to Buyer's Customers, Buyer may cancel, without liability, any portion of or the entire Order. Buyer shall be excused for any failure or delay in performance due to any cause beyond its reasonable control, including any cause attributable to Buyer's Customers.
2. Payment; Limitation of Buyer Liability. Buyer's obligation to pay or otherwise compensate Supplier for Goods and/or Services rendered is expressly conditioned upon Supplier's timely completion thereof and such Goods and/or Services conforming with the terms and conditions of the Order or Agreement. In no event shall Buyer's liability to Supplier for claims arising from Buyer's nonpayment exceed the total price listed on the Order, irrespective of the facts and legal theories underlying such claims, including but not limited to theories of negligence and other torts. In no circumstances shall Buyer be liable to Supplier for consequential and/or incidental damages, including but not limited to lost profits and goodwill.
3. Relationship of the Parties. The relationship between Supplier and Buyer will be that of independent contractors and not that of principal and agent, nor that of legal partners. Neither Supplier nor Buyer 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. Buyer shall in no way be responsible for ensuring Supplier complies with any applicable employment or labor laws, and shall in no way be liable to any Supplier Personnel for any actual or alleged breach thereof by Supplier. If Supplier is an individual, Supplier acknowledges that he/she/they is not an employee of Buyer or any Buyer Affiliate and is not entitled to the rights and benefits of a Buyer or Buyer Affiliate employee, including, but not limited to, participation in pension, savings, health care or other employee benefit plans and arrangements. If Supplier is a company or other entity, it acknowledges that Supplier Personnel are not Buyer or Buyer Affiliate employees and are not entitled to the rights and benefits of a Buyer or Buyer Affiliate employee including, but not limited to, participation in pension, savings, health care, and other employee benefit plans and arrangements.
4. Duty to Proceed. Supplier shall proceed diligently with the performance of this Agreement. Except as expressly authorized in writing by Buyer, no failure of Supplier and Buyer to reach any agreement regarding a dispute related to this Agreement or any Order shall excuse Supplier from proceeding.
5. Supplier Personnel. Supplier shall ensure that all Supplier Personnel adhere to this Agreement and shall promptly notify Buyer of any suspected or actual breach of this Agreement by any Supplier Personnel. Supplier shall perform identity screenings, work authorization verifications and background checks on any and all Supplier Personnel to ensure their suitability and fitness for performance of any Order and/or compliance with the provisions hereunder. For any Supplier Personnel visiting the business premises of Buyer and/or a Buyer Affiliates, Supplier is solely responsible for ensuring Supplier Personnel practice diligence and follow all safety protocols required by Buyer, Buyer Affiliates, and/or applicable law while present on such business premises, and Supplier shall indemnify Buyer to the maximum extent permitted by applicable law for any injuries suffered by Supplier Personnel while on such business premises. For Supplier Personnel having access to any Confidential Information, Supplier shall exercise the highest degree of care and diligence in ensuring such Supplier Personnel adhere to the provisions hereunder regarding the safekeeping, care, and otherwise handling of Confidential Information.
6. Governing Law. This Agreement and the terms and provisions contained herein shall be governed by and construed in accordance with the laws of the State of Oregon, any that any suit or proceeding to interpret or enforce this Agreement shall be in Clackamas County, Oregon.
7. Remedies. Supplier shall be liable for any costs, expenses, and damages incurred by Buyer related to or arising from Supplier's acts or omissions under this Agreement. Except as expressly provided herein, the rights and remedies set forth herein are cumulative and in addition to any other rights or remedies that the Parties may have at law or in equity.
8. Partial Invalidity. If any provision (or part thereof) of this Agreement or Order 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 the Agreement or Order can no longer be preserved by doing so.
9. Survival. All rights, obligations, and duties hereunder, which by their very nature or by their express terms extend beyond the expiration or termination of this Agreement or any Order, including but not limited to warranties, indemnifications, and those pertaining to Confidential Information, and product support obligations, shall survive the expiration or termination of this Agreement or any Order.
10. Assignment. Any assignment by Supplier of the Order, in whole or in part, without Buyer's prior written consent shall be null and void, and shall constitute a material breach of the Order.
11. No Waiver. No failure of any Party to exercise any right under, or require compliance with, the Agreement or Order, or knowledge of past performance at variance with the Agreement 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.
12. Captions & Headings. The captions, headings and subheadings, section numbers, and other similar identifiers or references thereto appearing in this Agreement 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 this Agreement or any provision hereof.
13. Interpretation. This Agreement shall be construed as if drafted jointly by the Parties and no provision in this Agreement shall be interpreted for or against any party because that party or that party's legal representative drafted the provision. If Supplier believes any requirements of the Order conflict with one another and/or these Terms, Supplier shall promptly notify Buyer in writing. If Supplier proceeds without notifying Buyer of such potential conflict, Supplier shall be bound by Buyer's decision regarding the controlling requirement, and Supplier shall pay all resultant costs.