Beyond Reliable Supplier Terms and Conditions

1. ACCEPTANCE AND AMENDMENTS
All purchase orders constitute an offer by NN, Inc. (“Buyer”) to purchase from Seller the goods and/or services referenced in a purchase order exclusively under these terms and conditions. Acceptance of a Buyer purchase order is expressly limited to these terms and conditions. No modification or waiver of any of these terms and conditions shall be effective against Buyer and shall not become a part of any Buyer purchase order, unless executed in writing by an authorized representative of Buyer.

All specifications, drawings and other data referred to in a Buyer purchase order or submitted by Seller to Buyer prior to the date of a purchase order concerning goods or services purchased are hereby made a part of the purchase order as if fully set forth herein. If an order is placed under a government contract or a subcontract or if Buyer otherwise notifies Seller that an order is placed under a government contract or a subcontract, certain clauses of the Federal Acquisition Regulation (FAR) and Department of Defense FAR Supplement (DFARS) shall apply.

If any purchase order, statement of work, quality agreement, customer requirement, export-control instruction, cybersecurity requirement, drawing, specification, or compliance addendum (collectively, “Buyer Ancillary Documents”) imposes stricter obligations than these terms, the stricter requirement shall control unless Buyer expressly agrees otherwise in writing. Seller shall flow down all applicable requirements to its subcontractors and sub-tier suppliers. Failure to flow down requirements to such subcontractors or sub-tier suppliers shall constitute a material breach of these Terms and Conditions.

A purchase order shall be deemed accepted by Seller and shall, together with these Terms and Conditions and any applicable Buyer Ancillary Documents, constitute the entire agreement between the parties upon Seller’s commencement of performance, Seller’s acceptance of payment, or Seller’s failure to deliver written rejection within ten (10) days of receipt of a purchase order.

2. PRICES INCLUDE TAXES AND PACKAGING
Except as Buyer has otherwise provided in a Buyer purchase order, the prices stated in the purchase order include all applicable federal, state, and local taxes and duties, and the cost of packaging the goods purchased in a manner suitable for shipment by the method specified by Buyer.

Seller shall not separately charge Buyer for regulatory documentation, export classification support, country-of-origin documentation, conflict minerals declarations, cybersecurity attestations, medical device quality records, or requested compliance certificates unless Buyer has expressly agreed in writing.

3. CHANGES
Buyer reserves the right at any time prior to the delivery date of this order by written notice to Seller to make changes to drawings, designs, specifications, packing, shipping, time, place or method of delivery, quantity, or work covered. If changes affect Seller’s cost and/or delivery schedule, Seller shall notify Buyer immediately and submit a detailed cost breakdown within twenty (20) days. No adjustment will be binding unless signed by an authorized representative of Buyer. Nothing in this clause shall excuse Seller from proceeding with this purchase order as changed.

Seller shall not make any change to design, material, source of supply, composition, manufacturing location, manufacturing process, production equipment, inspection method, software, cybersecurity controls, special process, regulatory status, certification status, sub-tier supplier, or country of origin without Buyer’s prior written approval when such change may affect form, fit, function, quality, regulatory compliance, export-control status, cybersecurity, safety, traceability, warranty, customer approval, or continuity of supply. Any breach of this Section 3 by Seller shall constitute a material breach of these Terms and Conditions.

4. PACKING, MARKING AND SHIPPING, PACKING SLIPS
Seller shall pack, mark, and ship all goods in accordance with the purchase order and good commercial practices in a manner that secures best transportation rates. Damage resulting from improper packaging will be charged to Seller. No additional charges will be allowed unless stated in the purchase order. Packing slips must accompany all shipments, and Buyer’s count will be accepted as final for shipments not accompanied by packing slips.

Where goods involve regulated products, controlled technical data, hazardous materials, customer-designated materials, medical-device components, prototype parts, defense articles, or critical infrastructure applications, Seller shall follow all Buyer labeling, segregation, tamper-evidence, serialization, lot-control, export-control marking, and documentation requirements.

5. DELIVERY
Unless otherwise specified, all deliveries shall be made F.O.B. at the ship-to address specified. Seller shall deliver according to specified delivery dates or Buyer shipment releases. Deviations require written authorization. If Seller fails to deliver in the quantities or at the times specified, Buyer may cancel, return goods at Seller’s expense, procure substitute goods or services, and charge Seller for losses incurred, including lost profits and special damages. Seller shall indemnify Buyer for losses attributable to failure to deliver.

Seller shall immediately notify Buyer of any actual or anticipated delay, allocation, capacity constraint, labor disruption, cybersecurity event, export/import restriction, sanctions issue, forced labor concern, quality hold, regulatory issue, or sub-tier disruption that may affect delivery. Seller shall cooperate with Buyer on recovery plans, alternate sourcing, premium freight, and customer communication support.

6. FORCE MAJEURE
Neither party shall be liable for delay or failure caused by events beyond reasonable control, without fault or negligence, and not reasonably foreseeable or avoidable. Force Majeure Events include acts of God, public enemy, government restrictions, floods, fire, earthquakes, explosion, epidemic, war, invasion, hostilities, terrorist acts, riots, strike, or embargoes. Seller’s economic hardship or market-condition changes are not Force Majeure Events. Subcontractor delay is excused only if the delay is beyond the control and without fault of both Seller and subcontractor and goods or services were not obtainable from other sources in sufficient time.

A Force Majeure Event shall not excuse Seller’s obligations relating to confidentiality, cybersecurity, export controls, ITAR/EAR, sanctions, responsible sourcing, forced labor, data protection, record retention, incident notification, return or destruction of Buyer’s Property, or cooperation with investigations.

7. REJECTION/REVOCATION
Payment for goods shall not constitute acceptance. Buyer reserves the right to inspect and reject or revoke acceptance of nonconforming goods or services. At Buyer’s option and Seller’s risk and expense, Buyer may return nonconforming goods, require full refund or credit, hold goods for disposition, or rework goods to detect and correct nonconformities. For multiple nonconformances, Seller shall submit a written corrective action report within twenty (20) days.

Buyer may reject, quarantine, place on administrative hold, or return goods if Seller fails to provide complete and accurate certificates of conformance, material certifications, country-of-origin documentation, conflict-minerals or forced-labor declarations, ITAR/EAR documentation, ISO 13485 quality records, cybersecurity attestations, traceability records, or other requested compliance documentation.

8. SELLER’S WARRANTIES
Seller warrants that all goods and services will conform to Buyer’s instructions, specifications, drawings, and data; will be merchantable, free from defective materials or workmanship, fit for Buyer’s purposes, free and clear of liens or encumbrances, and non-infringing. Seller further warrants that goods and services conform to all representations, affirmations, promises, descriptions, samples, or models, and that warranties survive acceptance.

The warranties extend to Buyer and Buyer’s affiliates, subsidiaries, successors, assigns, and direct and indirect customers. In the event of breach, Buyer is entitled to all rights and remedies at law, including credit, replacement, repair, removal, reinstallation, return, and incidental and consequential damages including inspection, sorting, repairing, replacement, production interruption, recall campaigns, corrective actions, personal injury, and property damage.

Seller additionally warrants that goods and services comply with all applicable legal, regulatory, customer, industry, quality, cybersecurity, export-control, sanctions, responsible sourcing, safety, environmental, and traceability requirements applicable to the goods or services, including those related to automotive, aerospace/defense, medical device, and critical infrastructure applications where specified by Buyer.

9. BUYER’S PROPERTY
Unless otherwise expressly provided in this purchase order, all Special Property, and all tangible and intangible property furnished to Seller by Buyer or based on or derived from Buyer’s confidential or otherwise proprietary information, or produced or purchased by Seller at Buyer’s expense, for use in Seller’s performance hereunder, and any replacement thereof, is and shall remain the exclusive property of Buyer. For purposes of this purchase order, “Special Property” includes without limitation, dies, fixtures, molds, patterns, gauges, test equipment, information or similar items used in Seller’s performance of this purchase order that are especially acquired for Seller’s performance hereunder or of such specialized nature that absent substantial alteration, their use is limited to the production of the goods, or the rendering of the services referenced in this purchase order. Absent express agreement to the contrary, the amounts charged by Seller pursuant to this purchase order shall include payment for all Special Property. Hereinafter Special Property and all property furnished to Seller by Buyer are collectively referred to as “Buyer’s Property.” Seller shall not sell, encumber, transfer, assign, dispose of or modify Buyer’s Property and shall not use Buyer’s Property for any purpose other than in the performance of this purchase order without Buyer’s prior written consent. At all times while Buyer’s Property is in Seller’s custody or control, Buyer’s Property shall be held at Seller’s risk and fully insured at Seller’s expense at replacement cost, and Seller shall provide routine maintenance at its expense. Seller agrees that Buyer’s Property shall remain personality and shall not become a fixture attached to realty. Seller shall allow Buyer’s representative to inspect Buyer’s Property upon Seller’s premises at any time upon reasonable notice. At any time upon the request of the Buyer, Seller shall file a form UCC-1 financing statement or its equivalent to enable Buyer to make its ownership rights in Buyer’s Property of public record. At any time upon the request of Buyer and in accordance with Buyer’s instructions, Seller shall prepare to ship, package, and deliver Buyer’s Property in good condition and at Seller’s cost F.O.B. Seller’s business location.

10. INSURANCE
Seller represents that it has and will maintain workers compensation, general/products liability, and automobile public liability insurance at the stated minimum amounts and will furnish certificates of insurance. Upon request, Seller shall name Buyer or Buyer’s affiliates, subsidiaries and its related parties (collectively, “Buyer Entities”) as additional insureds. Compliance with insurance requirements does not affect Seller’s indemnity obligations.

Where Seller handles Buyer confidential information, controlled technical data, personal data, connected systems, prototype information, medical-device data, or critical infrastructure information, Seller shall maintain cyber liability insurance and technology errors and omissions coverage in amounts reasonably requested by Buyer, including coverage for data breach response, forensic investigation, notification, restoration, business interruption, regulatory defense, and third-party claims.
Seller represents that it has and will maintain the following types and amounts of insurance coverage and agrees to promptly furnish certificates of insurance showing that Seller has insurance coverage in the following minimum amounts:

• Workers Compensation – Statutory limits for the state(s) in which the work will be performed
• General/Products Liability – $1,000,000 per occurrence/$2,000,000 in the aggregate
• Automobile Public Liability – $1,000,000 (per any one accident)

Said certificates of insurance shall set forth the amount of coverage, the number of the policy and the date of expiration. Upon Buyer’s request, Seller shall name Buyer or the Buyer Entities as an additional insured on its policies. If Seller is a self-insurer for workers compensation purposes, Seller shall provide Buyer with a copy of the self-insured certificate issued by the state(s) where work will be performed. Compliance by Seller with the insurance requirements stated in this Section 10 shall not in any way affect Seller’s duty to indemnify Buyer under Section 11 herein. If this purchase order includes a sale of goods manufactured in whole or in part to Seller’s designs or specifications, Seller agrees to provide Buyer, upon request, with a current certificate of product liability insurance and a supplier’s endorsement naming Buyer as an additional insured on Seller’s policy.

11. INDEMNIFICATION
Seller agrees to indemnify, defend and hold Buyer Entities harmless from and against any and all losses, liabilities, damages, claims, demands, suits, actions, proceedings, subrogation, costs and expenses, including court costs and attorneys’ fees, arising from or relating to goods delivered or services or labor performed pursuant to this purchase order, or breach of Seller’s representations or obligations in the purchase order and/or the Buyer Ancillary Documents (hereinafter collectively referred to as “Claims”) including Claims which are made by any third party including employees, workers, servants or agents of Seller or its subcontractors. Seller further agrees upon receipt of notification, to promptly assume full responsibility for the defense of any and all Claims which may be brought against the Buyer Entities, and in such event, Seller shall not consummate any settlement without Buyer’s prior written consent. If Seller performs any work on the premises of any Buyer Entity or utilizes any of the Buyer’s Property, whether on or off the premises of any Buyer Entity, Seller shall indemnify and hold harmless Buyer Entities from and against any liabilities, claims, demands or expenses (including court costs and attorneys’ fees) for damages to the property or for injuries (including death) to any person, including without limitation any employees of Buyer Entities, or any other person arising from or in connection with Seller’s performance of work or use of Buyer’s Property. In the event “Buyer’s Property,” as defined in Section 9 hereof, is used by Seller in the performance of this purchase order, Buyer’s Property shall be considered to be in the full custody and control of Seller during the period of use by Seller. Seller’s obligations pursuant to this Section 11 shall survive completion, expiration, or termination.

Seller’s indemnity includes all losses, penalties, fines, customer charges, import detentions, seizures, withhold release orders, regulatory response costs, recall costs, cyber-incident costs, forensic costs, data restoration costs, replacement costs, premium freight, corrective action costs, audit costs, attorneys’ fees, and business interruption costs arising from Seller’s violation of law, compliance breach, export-control violation, cybersecurity incident, forced labor issue, sanctions violation, counterfeit material, quality escape, or inaccurate certification.

12. ACCESS TO FACILITIES, AUDIT AND INSPECTION
If the purchase order includes specifications or is for procurement of goods incorporated into Buyer products or services used in production of Buyer products, Seller’s and Seller’s sub-tier suppliers’ plant, books and records pertinent to this or any related order shall at all practical times be subject to review, inspection and audit by Buyer, Buyer’s authorized representative, and any authorized representative of Buyer’s customer to verify compliance with Buyer specifications or enable Buyer to comply with customer obligations.

Audit rights include verification of quality systems, production controls, traceability, cybersecurity controls, export-control compliance, ITAR/EAR access restrictions, sanctions screening, responsible sourcing, forced labor due diligence, conflict minerals, environmental/safety controls, medical-device records, TISAX or ISO 27001 practices, business-continuity plans, and sub-tier flow-down. Where urgent legal, customer, regulatory, import, cybersecurity, or safety risk exists, Seller shall cooperate on an expedited basis.

13. BUYER’S REMEDIES
Buyer’s remedies described herein shall be cumulative and in addition to any remedies allowed by law or in equity.

Buyer may exercise remedies individually or collectively, including suspension of purchases, administrative hold, shipment rejection, withholding of payment for affected goods, offset, chargeback, new business hold, removal from approved supplier status, cancellation, termination, cover, audit, corrective action, and indemnity recovery.

14. PROPRIETARY RIGHTS
All information relating to this purchase order or goods or services to be provided that has been disclosed to Seller by or on behalf of Buyer (whether such information is owned by Buyer or by any other entity with whom Buyer is doing business) or which will be developed in the course of Seller’s performance under this purchase order specifically for Buyer (collectively referred to as “Information”), has been and will be received and held by Seller in confidence. Such Information includes, but is not limited to, trade secrets, drawings, plans, designs, specifications, manufacturing processes and methodologies, research and development data, inventions, know-how, processes, procedures, costs, suppliers, methods, sales, customer information and lists, financial data, and business plans. Seller will not disclose the Information to others and will not use the Information for any purpose other than for the direct benefit of Buyer. Seller will acquire no right in or to such Information, and Seller will promptly return the Information to Buyer and discontinue all use of the Information upon expiration or termination of this purchase order or at Buyer’s written request. Seller will not disclose to Buyer or use in the course and scope of Seller’s performance hereunder any information of other entities that Seller does not have a lawful right to use or disclose. Seller will limit access to the Information to only those employees of Seller having a need to know such Information, and all such employees of Seller having access to Information shall be made aware of and agree to the obligations under this Section 14. Any invention or development or copyrightable subject matter conceived, first reduced to writing, first reduced to practice, or made by Seller, either solely or with others, in the course of Seller’s performance under this purchase order is hereby assigned to Buyer if such invention or development or copyrightable subject matter (i) results from services for Buyer, or (ii) is made using Buyer’s time, materials, facilities or Information. All such inventions, developments and copyrightable subject matter will be a work made for hire. Seller will disclose such inventions, developments, or copyrightable subject matter promptly to Buyer and will cooperate with Buyer during and after the term of this purchase order in filing and prosecuting any patent or copyright applications thereon and in evidencing ownership thereof by Buyer. Seller agrees that the payments pursuant to this purchase order are full and complete compensation for all obligations assumed by Seller hereunder, and the assignment of inventions or developments or copyrightable subject matter does not entitle Seller to any additional compensation. The obligations of this Section 14 shall survive completion, expiration, or termination.

Information may include export-controlled technical data, ITAR-controlled technical data, EAR-controlled technology, prototype information, customer-designated information, special characteristics, cybersecurity information, personal data, and critical infrastructure information. Seller shall protect, and shall require its subcontractors and sub-tier suppliers to protect, such Information using physical, administrative, and technical safeguards appropriate to the sensitivity and classification of the Information and shall not upload Buyer Information to public, open, or non-approved artificial intelligence tools, cloud repositories, collaboration platforms, or third-party systems without Buyer’s prior written approval.

15. INDEMNITY FOR INFRINGEMENT
Seller shall promptly assume full responsibility for defending any claim that goods or services provided infringe any patent, trademark, copyright, trade secret or other proprietary right of a third party, and shall indemnify Buyer against expenses, losses, royalties, lost profits and damages including court costs and attorneys’ fees. Buyer may participate through its own counsel. Seller’s obligations survive completion, expiration, or termination, except for claims directed to items whose designs were specified entirely by Buyer.

16. TERMINATION FOR CONVENIENCE
In addition to any other rights, Buyer further reserves the right to terminate Seller’s performance under this purchase order in whole or in part at any time without cause by giving written notice of termination, whereupon Seller will cease performance on the date and to the extent specified in the notice and will take such actions as are reasonably necessary to protect property in Seller’s possession in which Buyer has an interest until disposition instructions from Buyer have been received. Seller will promptly advise Buyer of any items acquired in anticipation of completion of its performance and the most favorable disposition that Seller can make thereof. Seller will comply with Buyer’s instructions regarding the disposition of such items. Seller will submit all claims resulting from such termination within sixty (60) days of its receipt of such notice. Buyer shall have the right to inspect Seller’s records, facilities, work, and materials relating to its performance or anticipated performance of the purchase order for the purpose of establishing the value of Seller’s claims upon reasonable advance notice. Buyer will pay Seller, without duplication, the purchase order price for finished work accepted by Buyer and the cost to Seller of work in progress and raw materials allocable to the terminated work based on Buyer’s audit of Seller’s records, using generally accepted accounting principles; however, the amount due Seller shall be reduced by the following: a. Market value or cost (whichever is higher) of any items used or disposed of by Seller without Buyer’s consent; b. The agreed value of any items used or disposed of by Seller with the Buyer’s consent; and c. The cost of any defective or destroyed materials. Buyer will make no payments for finished work, raw material or other items fabricated or procured by Seller in excess of the lesser of (i) that ordered; (ii) that for which Buyer has issued shipment releases as of the date of the notice of termination released; or (iii) thirty days supply. Notwithstanding the foregoing, payments under this Section 16 shall not exceed the price for the entire performance specified in this purchase order less payments that would otherwise be made to complete performance hereunder. Payment under this Section 16 will constitute Buyer’s sole and exclusive liability in the event Buyer elects to terminate this purchase order without cause by notice. This Section 16 shall not apply to cancellation by Buyer pursuant to Section 17 hereunder.

17. CANCELLATION / TERMINATION FOR CAUSE AND COMPLIANCE BREACH
Buyer may cancel any purchase order, suspend performance, reject or hold shipments, withhold payment for affected goods, remove Seller from Buyer’s approved supplier list, place Seller on new business hold, require corrective action, and terminate all or part of the business relationship immediately without liability upon written notice if Seller becomes insolvent or upon any material breach, compliance breach, regulatory breach, cybersecurity incident, export-control violation, sanctions issue, forced labor or human trafficking concern (including any violations of human trafficking laws), conflict minerals violation, counterfeit material issue, falsification of records, failure to cooperate with audit or investigation, failure to provide required documentation, or other event that Buyer reasonably determines may create legal, regulatory, customer, cybersecurity, reputational, safety, operational, or commercial risk. Buyer shall have the same immediate termination and remedy rights if any of Seller’s subcontractors, sub-tier suppliers, or other members of Seller’s supply chain are involved in any of the foregoing violations or concerns. Buyer’s exercise of termination rights under this section shall apply regardless of open purchase orders, work in progress, goods in transit, or other pending obligations, and Seller shall not be entitled to any damages, lost profits, cancellation charges, or other compensation arising from such termination.

Buyer may take immediate action without prior cure period where Buyer reasonably determines such action is necessary to comply with law, customer requirements, export-control obligations, import requirements, government-contract obligations, medical-device obligations, cybersecurity requirements, supply-chain security expectations, or to prevent or mitigate harm to Buyer, Buyer Entities, customers, end users, or the public.

18. COMPLIANCE WITH LAWS, EXECUTIVE ORDERS, AND REGULATIONS
Seller warrants that goods and services supplied hereunder will have been produced or provided in compliance with, and Seller will comply with, and require all of its subcontractors and sub-tier suppliers to comply with, all applicable laws, orders, rules, regulations, ordinances, and conventions, including those relating to equal employment opportunity, wages, hours and conditions of employment, discrimination, occupational health/safety, motor vehicle safety, and environmental matters. At Buyer’s request, Seller shall certify compliance. Seller shall indemnify Buyer from losses, costs, damages, expenses or liability claims arising from Seller’s and Seller’s subcontractors and sub-tier suppliers’ violation of this clause.

Seller shall comply with, and shall require all of its subcontractors and sub-tier suppliers to comply with, all applicable anti-bribery, anti-corruption, anti-money laundering, sanctions, denied-party, import, export, customs, tax, environmental, health and safety, labor, human rights, responsible sourcing, cybersecurity, data protection, product safety, medical device, automotive, aerospace/defense, critical infrastructure, and government-contract laws, regulations, and customer requirements applicable to the goods, services, production, supply chain, or performance under the purchase order.

Seller shall comply with, and shall require all of its subcontractors and sub-tier suppliers to comply with, all export and import laws of all countries involved in the sale, transfer, retransfer, release, shipment, resale, or use of goods, services, software, technology, technical data, defense articles, or defense services. Seller assumes responsibility for required government import clearance and shall provide export classifications, country-of-origin information, Harmonized Tariff Schedule classifications, certifications, and lawful support documentation upon request.

Seller shall not directly or indirectly provide goods, services, materials, technology, software, labor, transportation, financing, or support involving sanctioned, denied, debarred, blocked, restricted, or prohibited parties, jurisdictions, or entities. Seller shall screen itself, affiliates, owners, directors, officers, subcontractors, and relevant sub-tier suppliers against applicable sanctions and restricted-party lists and shall promptly notify Buyer of any match, investigation, designation, or concern.

Seller shall not, and shall require all of its subcontractors and sub-tier suppliers not to, engage in bribery, kickbacks, improper payments, facilitation payments, unlawful political contributions, conflicts of interest, fraud, falsification of records, or other unethical conduct in connection with Buyer business. Seller shall maintain accurate books and records sufficient to demonstrate compliance.

19. CONFIDENTIAL INFORMATION
All non-public, confidential or proprietary information of Buyer, including specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed or accessed in oral, written, electronic, or other form, whether or not marked confidential, is confidential, solely for performing the purchase order, and may not be disclosed or copied unless authorized by Buyer in writing. Upon request, Seller shall promptly return Buyer materials. Buyer is entitled to injunctive relief for violation.

Seller shall implement access controls, least-privilege authorization, encryption where appropriate, secure transmission, secure storage, secure disposal, vulnerability management, employee training, and incident response procedures to protect Buyer confidential information. Seller shall notify Buyer within twenty-four (24) hours of any actual or suspected unauthorized access, disclosure, loss, theft, compromise, ransomware event, cyber event, or other security incident affecting Buyer information.

20. ASSIGNMENT AND SUBCONTRACTING
Seller’s obligations may not be delegated or subcontracted in whole or in part, and no assignment of money due or to become due may be made without Buyer’s prior written consent. Any prohibited delegation or assignment is null and void.

Buyer consent to subcontracting does not relieve Seller of responsibility. Seller shall flow down all applicable Buyer requirements, including quality, confidentiality, cybersecurity, export-control, ITAR/EAR, sanctions, responsible sourcing, forced labor, audit, documentation, record retention, traceability, compliance with law requirements, and termination provisions, to subcontractors and sub-tier suppliers. Seller shall remain liable for all acts, omissions, compliance failures, and quality failures of its subcontractors and sub-tier suppliers.

21. INDEPENDENT CONTRACTING PARTIES
The relationship between Buyer and Seller is that of independent contracting parties. Nothing shall be construed as sharing costs, expenses, risks, or liabilities arising out of the other party’s activities, or as creating employment, agency, joint venture, pooling arrangement, partnership, or formal business organization.

22. NO GIFTS
Seller agrees not to provide or offer to provide to any director, officer or employee of Buyer, or family member, any favors, gifts, loans or other benefits, except casual entertainment or gifts of nominal value customarily offered to others having similar relationships, provided this exception does not apply if the order is placed under a U.S. Government contract or subcontract or Buyer so notifies Seller.

Seller shall promptly disclose any actual, potential, or perceived conflict of interest involving Buyer personnel, Seller personnel, affiliates, agents, intermediaries, contractors, or business partners involved in Buyer business.

23. NO THIRD-PARTY BENEFICIARIES
This purchase order is for the sole benefit of the parties and their successors and permitted assigns and is not intended to confer upon any other person or entity any legal or equitable right, benefit or remedy except as expressly provided for Buyer Entities and Buyer customers where applicable.

24. GOVERNING LAW / JURISDICTION / ARBITRATION
This purchase order shall be governed by the laws of the State of North Carolina without regard to conflict-of-law provisions. The United Nations Convention on Contracts for the International Sale of Goods is excluded. Either party may submit claims to final binding arbitration in Charlotte, North Carolina under AAA rules and the United States Arbitration Act. The parties may seek provisional or equitable remedies in North Carolina courts.

Notwithstanding arbitration, Buyer may seek immediate injunctive, equitable, or provisional relief in any court of competent jurisdiction to protect confidential information, intellectual property, controlled technical data, export-controlled information, personal data, cybersecurity interests, Buyer’s Property, supply continuity, or compliance with law or customer requirements.

25. WAIVER / SEVERABILITY
Buyer’s failure to insist upon performance or exercise a right shall not constitute waiver. If any term is held invalid or unenforceable, it shall be reformed or deleted only to the extent necessary, and remaining provisions remain in full force and effect.

26. CHANGE NOTIFICATION AND COUNTERFEIT PARTS
Seller is required to notify Buyer prior to changes to material, process, machine, or manufacturing location. Seller represents and warrants that it has policies and procedures in place to ensure that none of the supplies or materials furnished under this purchase order are suspect/counterfeit parts and certifies, to the best of its knowledge and belief, that no such parts have been or are being furnished to Buyer by Seller.

Seller shall maintain a documented counterfeit prevention program appropriate to the goods supplied. Seller shall purchase materials and components from original manufacturers, authorized distributors, or Buyer-approved sources wherever available; maintain traceability to source; segregate and report suspect material; and notify Buyer immediately of any actual or suspected counterfeit, unauthorized, stolen, fraudulent, misrepresented, or nonconforming material.

Seller shall provide certificates of conformance, material certifications, lot traceability, heat numbers, serialization records, special process certifications, test reports, and other quality records of Seller and its subcontractors and sub-tier suppliers requested by Buyer. Records shall be complete, accurate, current, legible, attributable, and retained for the longer of ten (10) years, the period required by law, or the period required by Buyer’s customer.

27. EXPORT CONTROLS, ITAR, EAR AND CONTROLLED TECHNICAL DATA
Seller shall comply with all applicable export control laws and regulations, including the International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), sanctions regulations, customs laws, and all other applicable export, re-export, transfer, retransfer, import, and technology-control requirements in performing work and handling any technical data, defense articles, defense services, software, technology, or controlled information provided by Buyer or generated in connection with Buyer work.

Seller shall use Buyer-provided technical data solely for performing work for Buyer and for no other purpose. Seller shall not disclose, retransmit, copy, upload, publish, export, re-export, transfer, release, or otherwise make available Buyer-controlled technical data to any third party, affiliate, subcontractor, consultant, cloud service, foreign person, or non-approved system without Buyer’s prior written consent and all required government authorization.

Seller shall limit access to ITAR-controlled technical data to authorized U.S. persons only unless Buyer has provided prior written approval and all required government authorization is in effect. Seller shall not permit foreign-person access to ITAR-controlled technical data in the United States or abroad without required authorization.

Seller shall implement and maintain physical, administrative, and technical safeguards sufficient to prevent unauthorized access, disclosure, export, loss, theft, or compromise of controlled technical data, including access controls, segregation, encryption, secure storage, secure transmission, visitor controls, print/copy controls, recordkeeping, training, and secure disposal procedures.

Seller shall notify Buyer immediately, and in no event later than twenty-four (24) hours after discovering any actual or suspected unauthorized access, disclosure, export, re-export, transfer, release, loss, theft, compromise, or transmission involving Buyer technical data, including any event that may involve ITAR-controlled information. Seller shall cooperate fully in investigation, containment, remediation, government disclosures, and corrective action.

Seller shall maintain, and shall require all of its subcontractors and sub-tier suppliers to maintain, complete and accurate records of access, transfers, approvals, training, authorizations, licenses, exemptions, disclosures, and disposition relating to controlled technical data for the longer of the period required by law, Buyer customer requirements, or ten (10) years. Violation of this section is a material breach permitting immediate termination.

28. GOVERNMENT CONTRACTS, FAR/DFARS AND FLOW-DOWN
If Buyer notifies Seller that goods or services are used in connection with a government contract, subcontract, defense program, regulated aerospace/defense customer program, or other customer-designated requirement, Seller shall comply with all applicable prime contract, customer, FAR, DFARS, agency supplement, domestic preference, specialty metals, cybersecurity, counterfeit prevention, cost accounting, sourcing, audit, equal-opportunity, and flow-down requirements identified by Buyer.
Seller shall not provide goods, services, components, software, technology, or materials that would cause Buyer or Buyer’s customer to violate applicable government contract requirements, domestic sourcing requirements, prohibited-source requirements, cybersecurity requirements, or export-control obligations.

29. MEDICAL DEVICE AND ISO 13485 REQUIREMENTS
Where goods or services are used in medical-device or life-science applications, Seller shall maintain a documented quality management system appropriate to the criticality and risk of the goods or services supplied, including ISO 13485 certification where specified by Buyer, Buyer’s customer, or applicable regulatory requirements.

Seller shall comply with Buyer purchasing controls, specifications, quality agreements, regulatory requirements, validation requirements, traceability requirements, change-control requirements, corrective and preventive action (CAPA) requirements, complaint investigation support, field action support, and documentation requirements applicable to medical-device products.

Seller shall notify Buyer within forty-eight (48) hours of any regulatory inspection, warning letter, consent decree, import alert, recall, field action, adverse regulatory finding, certification suspension, certification withdrawal, material nonconformance, or other event that may affect goods or services supplied to Buyer.

Seller shall not change manufacturing location, process, material, equipment, inspection method, sterilization, software, special process, sub-tier supplier, or certification status for medical-device goods or services without Buyer’s prior written approval.

Any breach of this Section 29 by Seller shall constitute a material breach of these Terms and Conditions.

30. AUTOMOTIVE QUALITY, PRODUCT SAFETY AND SPECIAL CHARACTERISTICS
Where goods or services are used in automotive applications, Seller shall comply with applicable automotive customer requirements, product safety requirements, PPAP/APQP requirements, special characteristics, traceability requirements, IATF 16949-related requirements where applicable, and Buyer quality instructions. Seller shall support customer-specific requirements, product safety investigations, warranty analysis, recall support, and field action activities upon request.

31. CYBERSECURITY, TISAX, ISO 27001 AND INFORMATION SECURITY
Where Seller receives, stores, processes, transmits, or has access to Buyer confidential information, customer information, prototype information, technical data, personal data, connected systems, regulated information, or critical infrastructure information, Seller shall maintain an information security management program aligned with recognized standards such as TISAX, ISO/IEC 27001, NIST Cybersecurity Framework, or equivalent controls appropriate to the risk and information handled.

For automotive customer programs or where Buyer designates confidential, strictly confidential, prototype, special data, or high-availability information, Seller shall obtain and maintain TISAX assessment results at the assessment level and scope required by Buyer or Buyer’s customer and shall share evidence with Buyer upon request.

Seller shall implement controls including risk assessment, asset management, access control, multifactor authentication where appropriate, secure configuration, patch management, encryption, secure backup, supplier security controls, incident response, employee training, vulnerability management, secure development where applicable, and business continuity for systems supporting Buyer work.

Seller shall notify Buyer within twenty-four (24) hours of any actual or suspected cybersecurity incident, ransomware event, data breach, unauthorized access, credential compromise, malware event, loss, theft, or disclosure affecting Buyer information, systems, goods, services, or delivery. Violation of this section is a material breach permitting immediate termination.

32. RESPONSIBLE SOURCING, CONFLICT MINERALS, FORCED LABOR AND UFLPA
Seller shall comply with all applicable laws, regulations, and customer requirements related to responsible mineral sourcing, including Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and applicable SEC Conflict Minerals Rules. Seller shall exercise due diligence on the source and chain of custody of tin, tantalum, tungsten, and gold contained in goods, components, materials, or tooling supplied to Buyer and shall timely provide complete and accurate declarations, including the current Responsible Minerals Initiative Conflict Minerals Reporting Template, upon request.

Seller represents, warrants, and covenants that neither Seller nor, to Seller’s knowledge after reasonable due diligence, any member of its supply chain uses forced labor, prison labor, bonded labor, indentured labor, child labor, slavery, servitude, human trafficking, coercive recruitment, document retention, debt bondage, or other prohibited labor practices.

Seller represents and warrants that all products, components, raw materials, subcomponents, packaging, tooling, and services supplied to Buyer are not mined, produced, manufactured, assembled, processed, transported, or otherwise provided in whole or in part in violation of the Uyghur Forced Labor Prevention Act, Section 307 of the U.S. Tariff Act of 1930, applicable anti-human trafficking laws, import laws, sanctions laws, or other applicable human rights requirements.

Seller shall maintain risk-based supply chain due diligence procedures, provide traceability records upon request, cooperate with audits and investigations, remove non-compliant sub-suppliers, and immediately notify Buyer of actual, suspected, or alleged non-compliance, import detention, sanctions designation, withhold release order, UFLPA Entity List identification, restricted-party designation, credible media allegation, or customer inquiry that may create risk to Buyer. Seller acknowledges that Buyer may be required by governmental regulations or customer contracts to immediately terminate any supplier (or supplier whose sub-tier suppliers) that is involved in forced labor, human trafficking, conflict minerals violations or related human rights violations, and Seller acknowledges and agrees that Buyer may exercise such termination rights in connection with these Terms and Conditions (including any Buyer Ancillary Documents) without liability regardless of open orders or work in progress.

Any breach of this Section 32 by Seller or by Seller’s subcontractors or sub-tier suppliers shall constitute a material breach of these Terms and Conditions entitling Buyer to immediately terminate all purchase orders and the business relationship without cure period, without liability, and regardless of open orders, work in progress or goods in transit.

33. ENVIRONMENTAL, HEALTH, SAFETY AND REGULATED SUBSTANCES
Seller shall comply with all applicable environmental, health, safety, chemical, hazardous materials, product safety, REACH, RoHS, PFAS, TSCA, Proposition 65, waste, packaging, labeling, reporting, and regulated substance requirements applicable to goods or services supplied to Buyer. Seller shall provide safety data sheets, declarations, substance content information, reports, and certifications requested by Buyer or Buyer’s customers.

34. BUSINESS CONTINUITY, CRITICAL INFRASTRUCTURE AND SUPPLY RESILIENCE
Seller shall maintain business continuity, disaster recovery, emergency response, cybersecurity recovery, supply continuity, capacity recovery, and sub-tier risk management plans appropriate to the criticality of goods or services supplied to Buyer. Upon request, Seller shall provide reasonable evidence of such plans and participate in continuity reviews.

Seller shall notify Buyer within twenty-four (24) hours of any event reasonably likely to affect supply, safety, cybersecurity, quality, regulatory compliance, export/import clearance, transportation, capacity, labor availability, utility availability, facility operation, or critical sub-tier supply. Seller shall use commercially reasonable efforts to mitigate disruption, allocate capacity fairly, support recovery, and protect Buyer customer commitments.

35. RECORDS, CERTIFICATIONS AND DATA INTEGRITY
Seller shall maintain complete, accurate, legible, attributable, contemporaneous, original, and reliable records sufficient to demonstrate compliance with purchase orders, specifications, quality requirements, regulatory requirements, export-control requirements, cybersecurity requirements, traceability requirements, and these terms. Seller shall not falsify, alter, conceal, destroy, backdate, or misrepresent any record or certification.

Seller shall provide certifications, declarations, questionnaires, audit responses, test records, inspection records, certificates of origin, export classifications, cybersecurity attestations, responsible sourcing templates, medical-device records, and other requested documentation within the time requested by Buyer. Failure to provide complete and accurate documentation is a material breach.

36. SUPPLIER CERTIFICATION AND ANNUAL ACKNOWLEDGMENT
Upon Buyer’s request and at least annually for designated suppliers, Seller shall certify compliance with these Terms and Conditions, Buyer’s Supplier Code of Conduct, responsible sourcing requirements, cybersecurity requirements, export-control requirements, quality requirements, and any customer-specific requirements. Seller shall promptly notify Buyer if any prior certification becomes inaccurate, incomplete, or misleading.

37. SURVIVAL
All provisions that by their nature should survive expiration, completion, cancellation, or termination shall survive, including but not limited to confidentiality, proprietary rights, Buyer’s Property, warranties, indemnity, audit rights, record retention, export controls, ITAR/EAR, cybersecurity, data protection, responsible sourcing, sanctions, forced labor, dispute resolution, and remedies.

38. ORDER OF PRECEDENCE
Unless Buyer expressly agrees otherwise in writing, the order of precedence for Buyer purchases shall be: (1) mandatory law and government or customer flow-down requirements; (2) Buyer-approved written agreement or quality agreement signed by authorized representatives; (3) Buyer purchase order and statement of work; (4) specifications, drawings, technical data, and customer-specific requirements; (5) these Terms and Conditions; and (6) Buyer Ancillary Documents and any other referenced documents. Seller terms, invoices, acknowledgments, quotations, or click-through terms are rejected unless expressly accepted in writing by Buyer.