These Purchase Order Terms and Conditions (“Terms”) apply to all purchases of goods, materials, components, equipment, and related services (collectively, “Goods”) by LJB Inc. or its parent, subsidiaries, or affiliated entities (“Buyer”) from the seller, supplier, or vendor identified on the Purchase Order (“Seller”).

These Terms, together with the applicable purchase order (“Purchase Order”) and any expressly incorporated specifications, drawings, or statements of work (collectively, the “Agreement”), constitute the entire agreement for the transaction. Buyer rejects any additional or different terms proposed by Seller, including Seller invoices, purchase orders, quotations, websites, or other documents, unless Buyer expressly agrees in a written amendment signed by Buyer.

1. Order; Acceptance; Priority. Seller shall accept the Purchase Order by the earlier of (a) written acceptance, (b) commencement of performance, or (c) shipment. If Seller cannot meet the Purchase Order requirements, Seller shall promptly notify Buyer in writing. In the event of conflict, the following priority controls: (i) the Purchase Order (including any special terms on the Purchase Order face), (ii) these Terms, (iii) any written specifications/drawings expressly incorporated, and (iv) any other documents, but only to the extent expressly accepted by Buyer in writing.

2. Prices; No Additional Charges. Prices are firm and shall not increase without Buyer’s prior written approval. Unless expressly stated otherwise in the Purchase Order, prices include all duties, customs, packaging, crating, labeling, handling, storage, insurance, and transportation to Buyer’s designated delivery point. Seller shall not invoice, and Buyer shall not pay, any additional charges such as surcharges, minimum order fees, or expediting fees unless pre-approved in writing by Buyer. If Seller offers the same or substantially similar Goods to any customer at lower prices or better terms during the term of the Agreement, Seller shall promptly extend such lower prices/better terms to Buyer upon request (most-favored customer).

3. Payment; Invoicing; Setoff. Unless otherwise stated in the Purchase Order, Buyer shall pay undisputed, properly invoiced amounts net sixty (60) days from the later of (a) receipt of a correct invoice referencing the Purchase Order number, (b) delivery/acceptance of Goods, or (c) completion of required documentation such as certificates of conformance or test reports. Buyer may withhold payment of disputed amounts and shall notify Seller of the basis for the dispute in reasonable detail. Without limiting any other remedies, Buyer may set off any amounts Seller owes Buyer against amounts owed to Seller.

4. Taxes; Tax Documentation. Seller shall separately state on invoices any sales, use, VAT/GST, or similar transaction taxes that are legally applicable. Buyer will provide valid exemption certificates where applicable. Seller shall not charge Buyer for any taxes from which Buyer is exempt. Seller is responsible for all taxes based on Seller’s income, payroll, property, or Seller’s personnel.

5. Invoice Requirements; No Waiver. Each invoice must include, at a minimum: Purchase Order number; line item description; quantities; unit prices; extended prices; ship date; delivery location; and any applicable supporting documentation required by the Purchase Order. Buyer may reject and return incorrect invoices without penalty, and payment terms will not begin until Buyer receives a correct invoice. No payment, inspection, or acceptance by Buyer will waive any rights or remedies.

6. Delivery; Title; Risk of Loss. Time is of the essence. Seller shall deliver Goods in the quantities and on the dates specified in the Purchase Order. Early or partial shipments require Buyer’s prior written consent. Seller shall provide advance shipment notice and include packing lists and any required documentation. Unless otherwise stated in the Purchase Order, delivery shall be Delivered Duty Paid to Buyer’s designated delivery location. Title and risk of loss pass to Buyer upon delivery at the delivery point and Buyer’s acceptance, whichever occurs later.

7. Packaging; Labeling; Hazardous Materials. Seller shall package and label Goods to (a) prevent damage, deterioration, and loss, (b) comply with carrier requirements and applicable laws, and (c) facilitate safe handling, storage, and traceability. If Goods include hazardous materials, Seller shall provide current safety data sheets and all legally required markings, instructions, and shipping papers prior to shipment.

8. Inspection; Acceptance; Rejection; Returns. Buyer may inspect Goods at any time, including after delivery and prior to use. Payment does not constitute acceptance. Buyer may reject nonconforming Goods or revoke acceptance if nonconformity is discovered after acceptance. Rejected Goods may be returned at Seller’s expense and risk, and Seller shall promptly, at Buyer’s option, (a) repair, (b) replace, or (c) refund the price paid, including transportation and related costs. Seller shall reimburse Buyer for reasonable costs incurred due to nonconformity (including inspection, sorting, rework, removal, and downtime) to the extent commercially reasonable.

9. Specifications; Quality; Change Control. Seller warrants that Goods will (a) strictly conform to all specifications, drawings, samples, descriptions, and Purchase Order requirements; (b) be new (unless expressly authorized), free from defects in design (to the extent Seller provides design), materials, and workmanship; and (c) be merchantable and fit for Buyer’s intended purpose if known to Seller. Seller shall maintain a quality management system appropriate to the Goods and shall provide records upon request, such as certificates of conformance, material certifications, or test/inspection reports. Seller shall not substitute materials, change manufacturing location, alter process, or change design without Buyer’s prior written approval.

10. Warranties; Warranty Period; Remedies. In addition to any warranties implied by law, Seller warrants that Goods and any related services will (a) comply with all applicable laws, regulations, and standards, (b) be free and clear of liens, and (c) not infringe any intellectual property rights. Unless a longer period is stated in the Purchase Order, the warranty period is the later of: (i) twenty-four (24) months after delivery, (ii) twelve (12) months after start-up/first use, or (iii) the end of any longer manufacturer warranty transferred to Buyer. Buyer’s remedies are cumulative and include repair, replacement, re-performance, refund, cover, and recovery of damages as allowed by law. Any repaired or replaced Goods are warranted for the longer of the remaining original period or twelve (12) months from replacement or repair.

11. Compliance; Safety; Restricted Substances. Seller shall comply with all applicable federal, state, and local laws and regulations, including those relating to labor, wages, anti-corruption, trade compliance/sanctions, environmental, and occupational health and safety. Upon request, Seller shall provide information reasonably necessary for Buyer’s compliance, including origin and content data and safety data sheets. If applicable, Seller shall ensure Goods comply with commercially reasonable restricted substance and materials disclosure requirements and shall notify Buyer promptly of any noncompliance or product safety issue.

12. Indemnity. Seller shall indemnify, defend, and hold harmless Buyer and its affiliates, officers, directors, employees, agents, and customers from and against any claims, damages, losses, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) injury to persons (including death) or damage to property caused by Seller or the Goods; (b) Seller’s breach of the Agreement; (c) actual or alleged infringement or misappropriation of intellectual property by the Goods or Seller’s performance; or (d) Seller’s violation of law. Buyer may participate in the defense at its expense; Seller may not settle any claim imposing non-monetary obligations on Buyer without Buyer’s consent.

13. Insurance. Seller shall maintain, at its expense, commercially reasonable insurance coverage, including general liability, product liability, and workers’ compensation, with limits appropriate to the Goods and industry standards. Upon request, Seller shall provide certificates of insurance naming Buyer as an additional insured on a primary and non-contributory basis for general liability and product liability coverage, with waiver of subrogation where permitted.

14. Intellectual Property; Work Product; License. To the extent Seller provides designs, drawings, software, data, or other deliverables developed specifically for Buyer under the Purchase Order (“Work Product”), such Work Product shall be considered “work made for hire” to the extent permitted by law, and otherwise Seller hereby assigns to Buyer all right, title, and interest in such Work Product upon creation, excluding Seller’s pre-existing background IP. Seller grants Buyer a perpetual, worldwide, royalty-free license to use, reproduce, modify, and create derivative works of any background IP embodied in the Work Product to the extent necessary for Buyer’s use of the Goods.

15. Confidentiality. Seller shall keep confidential and use only for performance under the Agreement all non-public information disclosed by Buyer or otherwise obtained in connection with the Agreement, including specifications, drawings, pricing, and business information (“Confidential Information”). Seller shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care. Seller shall not disclose Confidential Information to any third party except to employees/contractors with a need to know who are bound by confidentiality obligations at least as protective. Upon Buyer’s written request, Seller shall return or destroy Confidential Information.

16. Data Security; Personal Data. If Seller receives, accesses, stores, processes, transmits, or otherwise handles Buyer data (including personal data) in connection with the Agreement, Seller shall: (a) implement and maintain administrative, technical, and physical safeguards appropriate to the nature of the data and the risk; (b) use the data solely to perform under the Agreement; (c) promptly (and in any event within seventy-two (72) hours) notify Buyer of any actual or suspected unauthorized access to or disclosure of such data; (d) cooperate with Buyer’s investigation, mitigation, and notification obligations; and (e) flow down these requirements to any approved subcontractors. Upon request, Seller shall provide reasonably requested information regarding its security measures.

17. Tooling; Buyer-Furnished Property. All tooling, fixtures, patterns, molds, gauges, dies, or other items paid for by Buyer or specifically created for Buyer (“Tooling”) shall be Buyer’s property. Seller shall mark such property as Buyer-owned, maintain it in good condition (ordinary wear excepted), insure it, and use it only for Buyer. Buyer may take possession of Tooling at any time upon reasonable notice.

18. Subcontracting; Assignment. Seller shall not subcontract, delegate, or assign any rights or obligations under the Agreement without Buyer’s prior written consent. Any approved subcontracting does not relieve Seller of responsibility for performance.

19. Cancellations; Changes; Suspension. Buyer may cancel the Purchase Order or any part for convenience upon written notice. In such event, Buyer’s liability is limited to payment for conforming Goods delivered and accepted prior to cancellation, plus reasonable, documented, non-cancellable costs actually incurred by Seller as a direct result of the cancellation, less any mitigation (including reuse of materials, work-in-process, or resale). Buyer shall not be liable for lost profits, unabsorbed overhead, or consequential damages. Buyer may at any time direct changes in specifications, quantities, packing, delivery schedule, or other Purchase Order requirements. If a change affects price or schedule, Seller must notify Buyer in writing within five (5) business days with a reasonable adjustment proposal; otherwise, Seller waives any adjustment. Buyer may also suspend performance for reasonable cause and Seller shall mitigate costs during suspension.

20. Force Majeure. Neither party is liable for delay or failure to perform due to events beyond its reasonable control and without its fault or negligence (“Force Majeure”), provided the affected party promptly notifies the other in writing and uses diligent efforts to mitigate and resume performance. Force Majeure does not excuse payment obligations or Seller’s obligations to allocate supply in a fair and commercially reasonable manner. If a Force Majeure event continues more than thirty (30) days (or a shorter period if time is of the essence), Buyer may cancel the Purchase Order without liability.

21. Business Continuity; Supply Assurance. Seller shall maintain commercially reasonable business continuity and disaster recovery plans for its operations and any critical subcontractors used to perform under the Agreement. Upon written request, Seller shall promptly provide a summary of such plans. Seller shall promptly notify Buyer of any event that may materially impair Seller’s ability to meet delivery, quality, or continuity of supply requirements, and shall implement corrective actions and mitigation plans.

22. Limitation of Liability. Nothing in the Agreement limits Seller’s liability for (a) indemnity obligations, (b) breach of confidentiality, (c) infringement, (d) gross negligence or willful misconduct, or (e) personal injury or property damage. To the extent permitted by law, Buyer shall not be liable to Seller for consequential, incidental, special, or punitive damages, or for lost profits or revenue, arising out of the Agreement.

23. Audit; Records; Right of Access. Seller shall maintain complete and accurate records related to performance, including traceability and quality records, for at least seven (7) years (or longer if required by law). Upon reasonable notice, Buyer may audit records reasonably necessary to verify charges, compliance, and quality, during normal business hours, subject to reasonable confidentiality protections.

24. Defects; Recalls; Notices. Seller shall promptly notify Buyer of any suspected or actual defect, nonconformity, counterfeit part, safety issue, or regulatory noncompliance affecting the Goods. If a recall, field action, or similar corrective action is necessary due to Seller’s act, omission, or nonconforming Goods, Seller shall cooperate with Buyer to remedy the situation.

25. Governing Law; Venue; Waiver of Jury Trial. This Agreement is governed by the laws of the State of Ohio, without regard to conflict of law principles. Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Montgomery County, Ohio, and each party submits to such jurisdiction and venue. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.

26. Dispute Resolution. The parties will attempt in good faith to resolve disputes through commercially reasonable negotiations between executives with authority to settle. The prevailing party in any dispute shall recover all reasonable costs related to dispute resolution, including staff time, court costs, reasonable attorneys’ fees, and other claim-related expenses. “Prevailing party” means the party that substantially prevails by judgment, decree, final order, or through compromise, settlement, or consent decree. If a written offer of compromise is not accepted within 30 days and the non-accepting party fails to obtain a more favorable judgment, the non-accepting party shall not recover its costs and fees, even if it prevails, and shall pay the offering party’s costs and fees.

22. Notices. Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, or email (with confirmation of receipt) to the addresses and contacts stated on the Purchase Order or otherwise designated in writing. Notices are effective upon receipt.

29. Survival. Any provisions that by their nature should survive termination or completion of the Agreement will survive, including without limitation those relating to confidentiality, intellectual property, warranties, indemnities, limitation of liability, audit/records, dispute resolution, and governing law.

30. Miscellaneous. Seller is an independent contractor. No waiver is effective unless in writing and signed by the waiving party. If any provision of the Agreement is unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable. Seller shall not use Buyer’s name, trademarks, or relationship in marketing without Buyer’s prior written consent. Headings are for convenience only.