SUPPLIER TERMS AND CONDITIONS

These terms and conditions of purchase (these “Terms”) govern the purchase of goods or services by VulcanForms Inc. and its subsidiaries (“Company”) from the entity named as the supplier or vendor in a purchase order (the “Order) referencing these Terms (“Supplier”). These Terms apply to the Order unless superseded by a separate written agreement signed by both parties regarding the purchase of goods and services covered by the Order, in which case the terms of that agreement shall prevail.

1. DELIVERY: Supplier must adhere to the delivery and timing requirements in the Order. Time is of the essence. If a delivery is late, Company has the right to cancel the Order and Supplier will be liable for costs or damages. Supplier shall immediately notify Company of any delays. Each shipment requires a complete packing list and separate invoices for each Order and partial delivery. Additionally, wooden packaging provided by the Supplier must comply with the International Standards for Phytosanitary Measures (ISPM 15).

2. SUPPLIER CERTIFICATION: If the Order is for customized goods or manufacturing services, Supplier shall complete a Supplier Compliance Certification. Additionally, Company and regulatory authorities reserve the right to access relevant areas of facilities and obtain applicable documented information. This access is necessary to ensure compliance with agreed-upon standards, regulations, and ethical practices. Such access shall be granted in a timely and cooperative manner, as required for oversight and verification purposes.

3. OUTSOURCING & CHANGE NOTIFICATION: Supplier shall not delegate or outsource obligations under an Order without prior written consent from Company and must notify Company of any changes affecting goods, services, or processes.

4. WARRANTY: Supplier warrants that title to goods to be free and clear of all liens, encumbrances and claims and that all goods and services are of merchantable quality, free from defects in material, design and workmanship, shall be fit for the particular purpose intended, and shall conform to specifications. Supplier also warrants that goods and services shall comply with all applicable laws, regulations and industry standards.

5. INDEMNITY: Supplier shall indemnify, hold harmless, and defend Company from any and all liability, losses, damages, costs, and expenses (including legal fees) incurred in connection with any claim, action, suit or allegation arising from injury, death, property damage, product liability, harm or any other third-party claim related to any goods or services purchased by Company, including any claim of intellectual property infringement. Upon notice of any covered claim, action, suit, or allegation, Supplier shall defend Company using counsel approved by Company and shall bear all defense costs, including attorney’s fees. Supplier shall not settle any such claim, action, suit, or allegation without the prior written consent of Company.

6. INTELLECTUAL PROPERTY: No title or ownership of intellectual property transfers under these Terms. Any intellectual property developed for Company under these Terms shall be owned exclusively by Company.

7. CONFIDENTIALITY: Confidential Information means all non-public information disclosed by a party to the other party on or before date of the Order and thereafter which: (i) is marked as “Confidential” or with a comparable legend if disclosed in written, graphic, machine readable or other tangible form; or (ii) should be reasonably in good faith treated as confidential or proprietary based on the nature of the information or the circumstance surrounding its disclosure. Confidential Information does not include information which is: (i) generally known or publicly available, or which, hereafter through no act or failure to act on the part of receiving party, becomes generally known or available; (ii) rightfully known to receiving party at the time of receiving such information; (iii) furnished to receiving party by a third party without restriction on disclosure; or (iv) independently developed by receiving party without having relied on the Confidential Information of disclosing party as can be reasonably documented. Both parties must keep Confidential Information confidential and use it only for the purposes specified in the Order. The receiving party must protect Confidential Information with reasonable care, limit access, and implement safeguards against unauthorized access. Disclosure to third parties requires prior written consent, except as legally required. Confidential Information cannot be modified, reverse-engineered, or reproduced beyond what is necessary. Upon request, the receiving party must destroy or return all Confidential Information. Confidentiality obligations continue even after the termination of these Terms.

8. TERMINATION: Either party may terminate the Order by written notice if the other party breaches any material term of this agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach. Additionally, notwithstanding the above, Company may terminate the Order for convenience upon thirty (30) days’ written notice to Supplier.

9. FORCE MAJEURE: Neither party shall be liable for delays or failures in performance due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, pandemic, epidemic, breakdown of internet service provider, inability to obtain utilities necessary for performance, governmental restrictions, national emergencies, natural disasters, strikes or other labor disputes, fires or shortages of raw materials or energy.

10. ASSIGNMENT: No rights or obligations under these Terms may be assigned without the prior written consent of the other party, which consent shall not be unreasonably withheld. However, Company may assign its rights and obligations without consent to a successor in connection with a merger, acquisition, or sale of substantially all assets.

11. COMPLIANCE WITH LAWS: The parties shall comply with all applicable laws. Goods and technical data of each party are subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to other trade laws and regulations of the U.S. and export or import regulations in other countries. The parties agrees to comply fully with all laws and regulations of the U.S. and other countries to assure that no goods or associated technical data are: (a) exported or re-exported, directly or indirectly, in violation of such laws, either to any countries that are subject to U.S. embargo or export or trade restrictions or to any end user who is prohibited from participating in the U.S. export or trade transactions by any federal agency of the U.S. government; or (b) intended to be used for any purpose prohibited by such laws, including nuclear, chemical or biological weapons proliferation. Further, the parties agree to comply with all applicable anti-bribery and anti-corruption laws in all business related to the Order, including the U.S. Foreign Corrupt Practices Act and anti-bribery laws of other countries where applicable.  Supplier agrees to uphold the highest standards of ethical behavior in all dealings. This includes acting with integrity, honesty, and fairness, while adhering to all relevant laws and regulations.

12. PUBLICITY: Supplier and its subcontractors shall not release any public announcement, or confirmation regarding the existence or details of any aspect of the Order without prior written approval from Company.

13. GENERAL: These Terms are governed by Massachusetts law, with disputes to be resolved in Middlesex County, Massachusetts, whether through arbitration or other legal proceedings. These Terms, along with the Supplier Compliance Certification and NDA, constitute the entire agreement between the parties regarding the subject matter herein and supersede all prior agreements or discussions. No modification or amendment shall be effective unless made in writing and signed by both parties. These Terms may be executed in counterparts, with electronic signatures considered equivalent to original signatures.

14. PREVENTION OF COUNTERFEIT PARTS: Supplier shall develop, implement, and maintain effective methods and processes to prevent the use and delivery of counterfeit or suspect counterfeit parts.