Terms & Conditions of Sale

TERMS AND CONDITIONS OF SALE

1. OFFER OF SALE

The goods and/or services (“Products”) offered for sale by Schultes Precision Manufacturing, Inc., its subsidiaries, groups, or divisions (collectively, “Schultes” or “Seller”) are offered solely on the terms and conditions set forth herein. QuickDesign Products and services are subject to the Terms and Conditions of Use of QuickDesign. Buyer’s placement of any order or acceptance of any Products constitutes Buyer’s unconditional acceptance of these Terms. Unless modified by a separate written agreement signed by an authorized executive officer of Seller, these Terms, together with item, quantity, price, and similar terms set out in Seller’s written quotation, order acknowledgment, and/or invoice, constitute the entire agreement (“Agreement”) between Seller and Buyer, superseding all prior or contemporaneous communications, representations, or agreements. Seller expressly rejects and shall not be bound by any additional or different terms in any purchase order or other document provided by Buyer, and such terms shall be deemed null and void, even if Seller acknowledges receipt, begins performance, or fails to object.

2. ORDERS AND PAYMENTS

a. Prices and Taxes

Unless expressly agreed otherwise in a separate written document signed by Seller, all prices are subject to change without notice at any time prior to Seller’s issuance of an order acknowledgment. Prices exclude all taxes, duties, tariffs, and fees, for which Buyer is solely responsible. Buyer shall reimburse Seller for any such amounts paid by Seller. For deliveries outside the United States, Buyer represents that the Products are for foreign use and not intended for U.S. resale.

b. Acceptance of Orders; Seller’s Discretion

Orders must be in writing or submitted electronically in a manner acceptable to Seller and are accepted only upon Seller’s written/electronic acknowledgment or shipment. Seller may reject any order, in whole or in part, for any reason or no reason, without liability. Seller may allocate inventory or modify delivery schedules in its sole discretion. Seller may change designs, specifications, materials, or processes at any time without obligation. Electronic orders and communications are deemed “signed” and “in writing.”

Seller may rely on the apparent authority of any person submitting orders for Buyer.

c. Payment Terms; Remedies

For Buyers without approved terms, payment is due in full prior to shipment by method approved by

Seller. Standard terms are Net 30 days from invoice, subject to credit approval. Seller may at any time:

• withhold shipment,

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–Uncontrolled when Printed–• revoke credit,

• place Buyer on credit hold,

• require payment in advance, or

• accelerate all outstanding amounts.

Late amounts accrue a 3% per month service charge. Seller reserves a purchase money security interest in the Products and proceeds until paid in full. Buyer shall cooperate with Seller in perfecting such interest. Upon Buyer’s default, Buyer shall pay Seller’s reasonable attorney fees, costs of collection, and enforcement costs, and Seller may exercise any rights at law or in equity.

3. TITLE AND RISK OF LOSS

Title passes to Buyer at Seller’s shipping facility. Risk of loss transfers per CPT Buyer’s Destination (international) and EXW Seller’s Shipping Facility (domestic) or as otherwise designated by Seller. All risk transfers regardless of any prepaid freight or allowance terms.

4. DELAY IN PERFORMANCE

All delivery dates are estimates only. Seller shall have no liability for any delay, regardless of cause. Events beyond Seller’s control include, without limitation, labor issues, materials shortages, shipping delays, natural disasters, or equipment failure. Seller may adjust price and other terms to reflect the impact of delays or changes in conditions.

5. PRODUCT LIMITED WARRANTY AND LIMITATION OF LIABILITY

a. Limited Warranty; Scope of Coverage

Seller warrants that the Products, as shipped from Seller’s facility, will be free from manufacturing defects in material and workmanship for a period of twelve (12) months from the date of shipment, unless a shorter period is customary for the Product type and stated in the quotation, in which case the shorter period shall apply. This limited warranty applies only to manufacturing defects arising under normal use and service and only where Products have been properly installed, integrated, maintained, stored, and operated in accordance with Seller’s documentation. This warranty does NOT apply to:

1. wear items or components subject to normal wear, erosion, corrosion, fatigue, abrasion, or deterioration;

2. Products subjected to secondary or post-processing performed by or on behalf of Buyer (including without limitation anodize, passivate, plating, painting, coating, heat treat, grinding, marking, or assembly);

3. Products damaged by improper installation, integration, assembly, adjustment, maintenance, operation, or storage;

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–Uncontrolled when Printed–4. Products combined with or incorporated into assemblies not provided by Seller;

5. design, specifications, tolerances, materials, or instructions provided, required, or approved by Buyer;

6. misuse, abuse, negligence, accident, contamination, or operation outside stated specifications; or

7. Products altered, repaired, or reworked outside Seller’s facility.

b. Buyer-Supplied Materials

Where Buyer furnishes raw material, components, castings, forgings, bar stock, hardware, or other items

(“Buyer-Supplied Material”):

1. Seller provides no warranty of any kind regarding Buyer-Supplied Material, including suitability, conformity, quality, machinability, or fitness for any purpose.

2. Buyer is solely responsible for ensuring that Buyer-Supplied Material meets all specifications, certifications, dimensional requirements, and quality standards.

3. Seller shall have no liability for scrap, defects, distortion, warpage, breakage, machining failure,

yield loss, or nonconformance arising from Buyer-Supplied Material.

4. Buyer shall supply adequate quantities to support normal machining scrap rates; delays, excess handling, setup, or downtime caused by insufficient or nonconforming material shall be at

Buyer’s expense.

5. Buyer agrees to reimburse Seller for all costs incurred due to defective, unsuitable, or insufficient Buyer-Supplied Material, including labor, machine time, setup, programming, tooling wear, consumables, inspection, and disposition costs.

c. Remedy

Buyer’s sole and exclusive remedy, and Seller’s entire obligation under this warranty, shall be limited, at

Seller’s option, to:

1. repair of the defective Product;

2. replacement of the defective Product; or

3. refund of the purchase price paid for the defective Product.

Repaired or replaced items are warranted only for the remainder of the original warranty period.

Seller has no obligation to remove, reinstall, decontaminate, or access Products installed in equipment or assemblies.

d. Warranty Claim Requirements

Claims must be made in writing within the warranty period and must identify the defect with specificity.

Buyer must, at Seller’s request:

• return the Product freight prepaid;

• allow reasonable inspection time; and

• provide all installation, maintenance, and operating records.

Products returned without Seller’s authorization may be rejected and returned at Buyer’s expense.

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–Uncontrolled when Printed–e. Limitation Period and Excluded Damages

No claim may be brought more than one (1) year after shipment of the Product. Seller shall not be liable

for:

• field failures caused by improper installation or integration;

• damage to assemblies in which Products are installed;

• subassembly installation errors;

• costs of disassembly, reassembly, diagnosis, or labor to remove or reinstall Products;

• any secondary, downstream, or field conditions beyond Seller’s control.

All other limitations remain unchanged and apply in full.

f. Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ABOVE LIMITED WARRANTY IS EXCLUSIVE AND IN

LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, NON-INFRINGEMENT,

OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, ALL OF WHICH ARE

DISCLAIMED.

g. Exclusions

Seller is not responsible for Products that are improperly installed, applied, used, maintained, stored, modified, repaired, or subjected to misuse, negligence, or accident.

i. Limitation of Liability

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE,

EXEMPLARY, OR INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS

INTERRUPTION, OR LOSS OF DATA. SELLER’S TOTAL LIABILITY SHALL NOT EXCEED THE PRICE PAID OR

PAYABLE FOR THE SPECIFIC PURCHASE ORDER GIVING RISE TO THE CLAIM.

These limitations apply even if a remedy fails because of its essential purpose.

j. Material Consideration

Buyer acknowledges these limitations are fundamental terms and are reflected in pricing.

6. INTELLECTUAL PROPERTY AND PROPRIETARY INFORMATION

All trademarks, designs, know-how, technology, processes, software, documentation, drawings, and other materials used or provided by Seller (“Proprietary Information”) are and shall remain the exclusive property of Seller and its licensors. Buyer shall not acquire any rights in Proprietary Information and shall keep it strictly confidential. Buyer shall not reverse engineer, disassemble, copy, translate, adapt, or create derivative works, nor permit others to do so. Any breach may cause irreparable harm, entitling

Seller to immediate injunctive relief without the need to show actual damages or post bond.

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–Uncontrolled when Printed–7. Non-Recurring Engineering (NRE); Tooling and Fixturing

a. NRE Charges and Scope

Buyer acknowledges that certain non-recurring engineering (“NRE”) activities— including without limitation design, programming, engineering development, prototyping, fixturing, tooling, setup, qualification, and related efforts—may be required for the manufacture of Products. NRE charges are non-refundable and compensate Seller for engineering effort only; they do not convey to Buyer any ownership or proprietary rights in tool design, fixture design, software, programming, processes, or other intellectual property.

b. Ownership of Tooling, Fixtures, and Related Items

Unless expressly agreed otherwise in a separate written agreement signed by an authorized executive officer of Seller, all tooling, fixturing, gauges, dies, molds, jigs, software, programming, process documentation, and similar manufacturing aids (collectively, “Tooling”)—whether funded in whole or in part by Buyer—shall be and remain the sole property of Seller. Buyer receives no rights in or to Tooling except the limited right to have Products manufactured by Seller using such Tooling.

c. Engineering Changes; Drawing Revisions

Any Buyer-initiated changes to drawings, specifications, tolerances, processes, materials, or other requirements (each a “Change”) shall be subject to Seller’s prior written approval. All Changes will be treated as chargeable engineering change orders, and Buyer shall be responsible for all resulting NRE charges, tooling modifications, new tooling, scrap, rework, material costs, schedule impacts, and increases in unit pricing caused directly or indirectly by such Changes. Lead times will automatically reset based on the new requirements.

d. Tooling Life and Wear

Tooling has a finite useful life, which varies depending on design, material, production volume, environmental conditions, and other factors. Seller makes no warranty regarding Tooling life. Buyer shall be solely responsible for all costs associated with repair, refurbishment, or replacement of Tooling required to maintain production.

e. Storage and Disposal

Seller shall store Tooling for as long as Seller deems commercially reasonable, subject to space availability and internal policies. Buyer shall pay all applicable storage, maintenance, handling, repair, and preservation costs. Seller may dispose of, repurpose, recycle, scrap, or destroy Tooling at its discretion if:

1. Buyer has not placed an order for Products using the Tooling for twelve (12) consecutive months,

or

2. Buyer fails to pay storage or maintenance charges.

Seller shall have no liability for any such disposition.

f. Replacement Cost

If Tooling is lost, damaged, worn out, or otherwise rendered unusable for any reason (including normal

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–Uncontrolled when Printed–wear and tear), Buyer shall be responsible for 100% of the cost to repair or replace the Tooling, including any new NRE costs, regardless of original funding.

g. No Transfer to Buyer

Tooling shall not be transferred, shipped, or made available to Buyer or any third party. Any request for transfer shall be deemed a request to purchase Seller’s proprietary tooling outright and shall require a separately negotiated purchase agreement, priced at Seller’s sole discretion and including compensation for intellectual property, design rights, and disruption of Seller’s manufacturing processes.

8. COMPLIANCE WITH LAW AND GOVERNING LAW

a. Compliance

Products are manufactured in compliance with applicable laws of the country of manufacture. Buyer is solely responsible for compliance with laws relating to possession, use, installation, operation, or resale.

Products may not be exported to sanctioned countries or persons.

b. Governing Law; Venue

These Terms and any disputes shall be governed solely by the laws of the State of Illinois and the United States, without regard to conflict-of-law rules. Seller and Buyer irrevocably submit to the exclusive jurisdiction and venue of the state or federal courts located in Illinois or in the jurisdiction of Seller’s principal place of business, as selected by Seller in its sole discretion.

9. CUSTOMER FLOWDOWN REQUIREMENTS (AEROSPACE, DEFENSE & RELATED

INDUSTRIES)

a. No Flowdowns Accepted Unless Explicitly Agreed in Writing

Buyer may provide or reference certain flowdown requirements, including without limitation DFARS, ITAR, AS9100, NADCAP, government procurement clauses, supplier manuals, quality clauses, or other governmental, regulatory, or customer-specific requirements (“Flowdown Requirements”). No Flowdown.

Requirements shall apply to Seller unless expressly accepted in a separate written agreement signed by an authorized executive officer of Seller.

b. No Incorporation by Reference

Flowdown Requirements referenced, embedded, incorporated by link or citation, or included within Buyer’s purchase orders, specifications, supplier manuals, quality requirements, website portals, or other documents—whether before or after order acceptance—are hereby expressly rejected and shall not bind Seller unless accepted as stated above.

c. Buyer Responsible for All Added Costs and Impacts

To the extent Seller expressly accepts any Flowdown Requirements in writing, Buyer shall be solely responsible for all additional or incremental costs, fees, expenses, administrative burdens, process

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–Uncontrolled when Printed–changes, material changes, testing, documentation, certifications, compliance activities, inspections, audits, surveillance, or schedule impacts arising from or relating to such Flowdown Requirements.

Seller shall be entitled to adjust price, delivery schedule, and other terms as necessary to comply.

d. Timing and Change Control

Seller shall have no obligation to evaluate or comply with any Flowdown Requirements provided after order acceptance unless it agrees in writing. Any such accepted Flowdown Requirements shall constitute a change order and may require additional charges, extended lead times, or other adjustments.

e. No Liability for Buyer’s Noncompliance

Buyer shall remain solely responsible for ensuring that its own contracts, regulatory obligations, and government requirements are satisfied. Seller shall have no liability for Buyer’s failure to flowdown required clauses or for Buyer’s reliance on Products that do not conform to unaccepted Flowdown

Requirements.

10. CANCELLATION AND RESCHEDULE CHARGES

a. No Cancellation or Reschedule Without Seller’s Written Consent

Buyer may not cancel, terminate, reschedule, reduce quantities, delay delivery, or otherwise modify any order or release under a blanket order without Seller’s prior written consent, which Seller may withhold in its sole discretion. Any unauthorized cancellation or reschedule shall be void and the order shall remain fully enforceable.

b. Inspection Period.

Buyer shall inspect the Products promptly upon delivery. Buyer will be deemed to have accepted the Products unless Buyer provides Supplier with written notice of rejection specifying in reasonable detail any alleged nonconformity within ninety (90) business days after delivery (the “Inspection Period”).

c. Deemed Acceptance.

The Products shall be deemed accepted upon the earliest of:

(a) Buyer’s failure to provide a timely rejection notice within the Inspection Period;

(b) Buyer’s use of the Products for any commercial, operational, production, or resale purpose;

(c) Buyer’s alteration of the Products (other than for inspection purposes); or

(d) Buyer’s written confirmation of acceptance.

d. Effect of Acceptance; Late Rejections.

After acceptance, the Products shall be conclusively deemed to conform to the Agreement, and Buyer shall have no right to reject or revoke acceptance of the Products for any reason. Any attempt to reject the Products after the Inspection Period shall be void and ineffective. Supplier shall have no obligation with respect to any alleged nonconformity not identified in a timely rejection notice, and Buyer waives all claims based on late, incomplete, or unspecified rejections.

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–Uncontrolled when Printed–e. Limited Remedy for Timely Rejection (if applicable).

If Buyer timely and validly rejects the Products within the Inspection Period, Supplier’s sole obligation, at its option, shall be to repair, replace, or refund the purchase price paid for the nonconforming Products, provided that Buyer returns such Products in accordance with Supplier’s instructions.

f. Cancellation Charges

If Seller consents to cancellation of an order (in whole or in part), Buyer shall pay cancellation charges equal to:

1. 100% of Work-In-Process (WIP) at the time of cancellation;

2. 100% of finished goods allocated to Buyer, whether or not shipped;

3. 100% of all raw materials, components, or long-lead items purchased or committed for Buyer,

including non-cancellable or non-returnable (“NCNR”) items;

4. All labor, setup, overhead, tooling wear, and machine time incurred;

5. All supplier restocking, cancellation, or return fees; and

6. An administrative and handling fee equal to ten percent (10%) of the total remaining order value, or a higher percentage where reallocation or disposition requires extraordinary effort.

These charges are intended to make Seller whole and shall be payable within ten (10) days of invoice.

g. Reschedule / Push-Out Charges

Buyer acknowledges that pushing out delivery dates can cause Seller to incur substantial additional costs. If Seller consents to rescheduling or push-outs:

1. Any delivery rescheduled more than five (5) business days from the confirmed ship date shall incur a reschedule fee determined by Seller based on cost impact, minimum 10% of the pushed- out order value.

2. Buyer shall pay 100% of inventory carrying, storage, handling, packaging, and preservation costs for all affected inventory, including raw material, WIP, and finished goods.

3. Buyer shall reimburse Seller for any supplier charges, premium freight, or disruption costs.

4. If deliveries are pushed out more than 30 days, all WIP and finished goods shall be deemed immediately billable, and Buyer shall accept and pay for the inventory within Seller’s standard payment terms.

h. Blanket Orders and Forecast Commitments

For blanket orders, forecasts, scheduled releases, and long-term agreements:

1. All forecasted quantities for which Seller has procured material or initiated production are deemed firm and non-cancellable.

2. Buyer shall bear full responsibility for material exposure created by inaccurate forecasts, push-outs, or decreased demand.

3. Seller may invoice Buyer immediately for any allocated inventory that cannot be reallocated in the ordinary course of business.

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–Uncontrolled when Printed–i. Inventory Exposure

If Buyer cancels or pushes out orders such that Seller is left with excess or obsolete inventory:

1. Buyer shall purchase 100% of such inventory at Seller’s then-current standard cost, plus

applicable handling fees.

2. If Buyer does not issue releases to consume inventory within 60 days, Seller may invoice Buyer for all remaining material, WIP, and finished goods as a final settlement

j. No Liability for Seller’s Mitigation Efforts

Seller has no obligation to attempt to reallocate or repurpose material or finished goods. Any voluntary

mitigation undertaken by Seller shall not reduce Buyer’s payment obligations unless Seller agrees in writing.

k. Payment of Charges

All cancellation and reschedule charges shall be due net 10 days from the invoice date. Failure to pay shall constitute a material breach and may result in suspension of all orders and production.

11. BUYER ENGINEERING RESPONSIBILITY; DESIGN AND SPECIFICATION ERRORS

a. Buyer Responsible for All Design Inputs

Where Products are manufactured, machined, programmed, or processed based on Buyer-supplied or Buyer-approved drawings, models, specifications, tolerances, GD&T, materials, CAD files, process instructions, standards, or other technical data (“Buyer Specifications”), Buyer is solely responsible for the accuracy, completeness, manufacturability, suitability, and correctness of all such Buyer

Specifications.

b. No Liability for Buyer Errors or Omissions Seller shall have no responsibility or liability whatsoever for errors, omissions, conflicts, defects, ambiguities, or inconsistencies in any Buyer Specifications, including without limitation:

1. dimensional errors,

2. tolerance stack-up issues,

3. GD&T conflicts,

4. missing or incorrect features,

5. incompatible materials or processes,

6. incorrect or incomplete models or prints, or

7. any design or engineering defect originating with Buyer.

c. Manufacture “To Print” Only

Seller’s responsibility is solely to manufacture Products in conformity with the Buyer Specifications provided, as interpreted by standard industry practices. Seller has no duty to validate, review, verify,

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–Uncontrolled when Printed–correct, or identify defects in Buyer’s engineering documents unless expressly agreed in writing and for an additional fee.

d. Engineering Change Charges

Any corrections or modifications required due to errors or changes in Buyer Specifications shall be treated as chargeable engineering changes, and Buyer shall pay all costs associated with rework, new setups, programming, tooling, scrap, NCR processing, and schedule impact.

e. Exclusive Responsibility for Downstream Performance

Buyer acknowledges that it retains exclusive responsibility for the design, performance, fit, form, functionality, and safety of the final product or assembly into which Seller’s manufactured parts are incorporated. Seller shall have no liability for downstream failures, field performance, warranty claims, recalls, or system-level issues arising from Buyer Specifications.

f. No Warranty Against Buyer Specifications

Seller’s limited warranty does not apply to any nonconformity or defect arising from or relating to Buyer Specifications. Any such issues shall be the full responsibility of Buyer.

12. RECORD RETENTION

a. Standard Retention Period

Unless otherwise expressly agreed in writing by Seller, Seller shall retain production records, quality records, inspection results, certifications, traceability data, and related documentation (“Records”) for a period of two (2) years following shipment.

b. Extended Retention Only if Agreed in Writing

Any Buyer requirement for extended record retention (including aerospace, defense, medical, or regulatory requirements exceeding the standard period) shall apply only if specifically accepted in writing by Seller, and additional charges may apply for storage, administrative labor, and compliance.

c. No Implied Acceptance

Record Retention requirements referenced in Buyer flow downs, supplier portals, linked documents, or quality clauses are hereby rejected unless explicitly accepted as stated above.

d. Disposition of Records

Upon expiration of the applicable retention period, Seller may destroy or dispose of all Records unless otherwise required under an accepted written agreement.