T&C

ENA Advanced Rubber Technologies, Inc.’s Terms and Conditions of Purchase
November 2024

These Terms and Conditions of Purchase (the Terms) are incorporated into every Purchase Order which ENA Advanced Rubber Technologies, Inc. (Buyer) purchases Goods from any supplier (Seller). The particular Seller is the entity designated as such on the
Purchase Order. As used in these Terms, the Purchase Order means not only the Purchase Order itself, but also the Terms, any Releases, and any other incorporated documents, as well as any modifications to any of the documents. As used in the
Terms, the Goods are the products, parts, components, Tooling, matters, services or materials (including related documentation) the delivery of which is the subject of the Purchase Order.

1. Application

   • The Purchase Order governs Seller’s deliveries of the Goods to Buyer. Buyer objects to any other terms or conditions, including any terms of Seller or any additional or contradicting terms or conditions in any offer or acceptance of Seller, which are
     not part of the agreement between the parties. No action or inaction on the part of Buyer, including acceptance of or payment for any Goods, is an acceptance of any terms other than the Terms.

   • The Purchase Order is the entire and final agreement between Buyer and Seller and supersedes any prior or contemporaneous negotiations or agreements regarding the Goods.

   • The Purchase Order many not be amended or modified, nor may any collateral agreements be formed, unless the amendment, modification, or agreement is in writing signed by Buyer that expressly references the Purchase Order or these Terms.

2. Offer and Acceptance

   • Purchase Order is Buyer’s offer to Seller. Until it is accepted under Section 2.2, Buyer may revoke any Purchase Order at any time without incurring any liability to Seller.

   • Seller accepts the Purchase Order, in its entirety and without modification, by agreeing to it in writing or taking any step in furtherance of performing its obligations under the Purchase Order, including engineering, design, development, or manufacturing
     work, procuring raw material or equipment, or beginning to manufacture the Goods.

3. Quantity and Requirements

   • Seller must supply Buyer with the specified quantity of Goods, and Buyer must purchase from Seller that quantity of Goods at the price indicated. Seller must deliver the Goods to the location and at the times in the Purchase Order or in a Release issued
     by the Buyer.

4. Firm Delivery Dates and Quantities/Capacity

   • The Purchase Order or Release may specify a firm quantity of goods or components, as well as a firm delivery date. All firm quantities and delivery dates are binding on both Buyer and Seller. Seller shall acknowledge receipt of Purchase Orde from Buyer
     within 24 hours of submittal by Buyer.

   • Seller acknowledges that time is of the essence for all obligations of Seller under the Purchase Order, including the firm quantities and delivery dates identified in the Purchase Order or in any Release. In the event Seller fails to timely deliver Goods
     as specified in the Purchase Order, it shall use its best efforts, including expedited delivery of Goods, at Seller’s expense, to deliver the Goods to Buyer.

   • Unless otherwise noted, Delivery must be made FCA (Seller’s Dock) to Buyer.

   • Seller must notify Buyer immediately in writing of any delays that become apparent.

   • If it becomes apparent that Seller will be permanently unable to meet the delivery dates, Seller must, at Buyer’s request surrender all tools and other devices required for production of the Goods so that Buyer may produce or have a third party produce
     the Goods. Buyer’s right to claim damages are not affected by that request, and buyer expressly reserves all of its repossession rights and remedies, including the right to claim further damages.

   • Seller must maintain sufficient capacity to satisfy any quantities, including estimated quantities, in the Purchase Order or any Release.

5. Price and Payment

   • Each price in the Purchase Order is a fixed price and represents the total price for the manufacturing and delivery of Goods under the Purchase Order. Seller many not adjust prices or invoice additional costs of any nature whatsoever. The prices do not
     include applicable sales tax, which will be added from time to time.

   • Invoicing

   • Seller will invoice Buyer upon delivery of the goods. Invoices, material certifications and packing lists must be sent to locations identified by Buyer.

   • Buyer may reject any invoice that does not show the complete Purchase Order number, Release number, and any other numbers necessary to identify the contract under which the goods were manufactured and delivered. If Buyer rejects an invoice, payment is
     due based on the date Buyer receives a corrected invoice.

   • Invoices issued from Seller must match the corresponding Purchase Order amounts. Any discrepancy in costs or invoice must be communicated to Seller prior to invoicing. Invoices received without notification of price discrepancy will be processed at the
     Purchase Order unit price or rejected.

   • Buyer will pay for conforming Goods at the price stated in the Purchase Order. Payment terms are sixty (60) days. Unless otherwise stated, all payments are in U.S. dollars and include all storage, handling, packing, freight, insurance, taxes, duties and
     any other charge of ay nature. Seller represents and warrants that the prices charged to Buyer are no less favorable than those that Seller extends to its most favored customer for like goods and services.

   • Buyer’s liability for any of the Goods is limited to price for those Goods shown on the Purchase Order or Release.

   • Buyer is not obligated to pay for defective deliveries until the defect is resolved.

   • Seller may not assign to, or have collected by, third parties any of Seller’s claims against Buyer. If Seller assigns Seller’s claims against Buyer to a third party without Buyer’s prior written consent. Buyer may at its choice discharge its obligation
     either toward Seller or toward the third party.

   • If Buyer’s customer requires Buyer to reduce Buyer’s price during the term of the Purchase Order, then Seller must also reduce its price to Buyer in a proportionate amount.

6. Duration

   • The duration of the Purchase Order shall be effective on the date specified in the Purchase Order, or if no date is specified, when issued to Seller. The Order shall terminate on the date specified in the Purchase Order or in accordance with these Terms.
     If no date is specified in the Purchase Order then the duration is the life of product program into which the Goods are ultimately incorporated, as determined by Buyer’s customer or ultimate OEM end customer, and including any
     period during which Buyer will provide service or replacement parts incorporating the Goods to Buyer’s customer (the Term). Nothing in this section affects Buyer’s rights to terminate the Purchase Order in Section 19.

   • Seller may not terminate the Purchase Order before the end of the Term.

   • Upon the expiration or termination of any Purchase Order, Seller will cooperate with Buyer and provide all reasonably requested support and information required by Buyer to facilitate Buyer’s sourcing of the Goods to a replacement Seller.

7. Packaging, Shipping, and Proof of Origin

   • All Goods must be properly packed, labeled, and shipped in order to ensure the lowest transportation costs, using customary care and diligence. The Goods must be packed according to the packaging specifications of Buyer. Seller will be liable for any
     damage due to faulty packaging.

   • Seller must immediately obtain all documents and other information required under customs provisions or any other applicable state provisions, including drawback documents, proofs of origin, and other information relating to the origin of the goods and
     the materials they contain under commercial law or provisions governing preferential trade.

   • If Buyer determines a carrier or a means of transport, Seller must ship the Goods with that carrier and means of transport.

8. Subcontracting

   • Seller may not subcontract any of its obligations under a Purchase Order without the express written consent of Buyer.

   • Regardless of whether Seller subcontracts any of its obligations under the Purchase Order, Seller remains directly responsible to Buyer for the performance of those obligations.

9. Force Majeure

   • Any delay or failure of either party to perform its obligations under the Purchase Order will be excused to the extent that Seller is unable to produce, sell, or deliver, or Buyer is unable to accept delivery, buy, or use, the goods directly as the result
     of fires, floods, windstorms, explosions, riots, pandemics, natural disasters, wars, sabotage, government orders, embargoes or blockades in effect on or after the date of this Agreement (collectively, a Force Majeure Event) excluding
     all labor issues, tariffs, duties, expedited freight or other instances of mere increased cost of performance. Written notice of the Force Majeure Event (including the anticipated duration of the delay) must be given by the affected
     party to the other party as soon as possible but in no event more than 10 days after the Force Majeure Event occurs).

   • During any Force Majeure Event affecting Seller’s performance, Buyer may, at its option, purchase Goods from other sources and reduce its delivery schedules to Seller by those quantities, without liability to Seller, or require Seller to provide Goods
     from other sources in quantities and at times requested by Buyer at the price the Purchase Order.

   • Seller will use all diligent efforts to ensure that the effects of any Force Majeure Event are minimized and, as promptly as possible, resume full performance under the Purchase Order. If requested by Buyer in writing, Seller will, within five days after
     Buyer’s request, provide adequate assurances that the delay in Seller’s performance resulting from the event will not exceed 30 days. If the delay lasts more than 30 days or Seller does not provide those adequate assurances, Buyer
     may immediately terminate the Purchase Order without liability to Seller.

10. Quality and Compliance with Specification

    • All Goods, including prototype and production parts, delivered under the Purchase Order must strictly comply with the Specification. The Specification includes each drawing and written specification approved by Buyer. Buyer may revise or amend the Specification
      on its own initiative or at the request or suggestion of the Seller. If, during the course of production of any prototype, Seller develops any changes or improvements that it has verified are suitable for the intended purpose and
      required quality of the Goods, Seller must inform Buyer of that change or improvement so that Buyer may consider amending the Specification accordingly.

    • Seller must comply with the accepted state of the art, as well as the agreed Specification, the agreed quality, environmental, safety, and testing rules and regulations, and the agreed technical data. Any change of the Goods or of materials, tools, or
      production processes (including the location of manufacture) requires the prior written consent of Buyer, and Seller acknowledges that it may often also require the prior written consent of Buyer’s customer. Seller must review
      the Specification and notify Buyer immediately of any modifications that may be necessary.

    • Buyer reserves the right to make, or require Seller to make, modifications to the goods, the Specification, or the production processes at any time. Seller will, within ten days of the date it is notified of a modification by Buyer, demonstrate the effects
      of the modification on the price and delivery date through a cost breakdown and other appropriate documentation. If the modification requires any deviation in price or delivery date, Buyer and Seller will agree on an appropriate
      adjustment in writing.

    • Seller must comply with all requirements under identified Buyer quality control requirements, including, but not limited to quality manuals and certifications that shall be provided to the Seller as any additional requirements that both parties agree
      upon in writing.

    • Seller must observe the standards, statutes, and other rules and regulations relevant to the Goods of the countries in which the products containing the Goods are marketed and manufactured. Seller will provide to Buyer all required inspection documents
      and certificates. Furthermore, Seller will, at Seller’s cost, feed the required information into corresponding systems that serve to comply with provisions listed in this section (such as the International Material Data System).

    • Seller will control the quality of the Goods in regular intervals and will present the agreed inspection documents to Buyer. Seller will inform Buyer immediately and in writing of any quality problems with the Goods.

    • Buyer has the right upon advance notice to reasonably check compliance with the provisions of this section and to inspect the corresponding records at Seller’s premises. Seller will support Buyer, make records available, and provide information as required.

    • To the extent that any public authority competent for product safety, emissions rules, or the like requests access to the production process and the inspection documents of buyer, Seller will, on Buyer’s request, grant the authorities the same rights
      at Seller’s premises and provide all reasonable support.

11. Notice of Defects

    • Buyer is not required to perform incoming inspections of any Goods, and Seller waives any right to require Buyer to do so. Payment by Buyer is not acceptance of nonconforming Goods. Any inspection by Buyer or its customer is not acceptance of Goods or
      a waiver of strict performance and does not relieve Seller of any liability or warranty for the Goods.

    • Neither any payment made before the detection of defects, nor the acceptance of Goods, not Buyer’s issuance of further Releases means that the Goods are free from defects or that Seller is released from the warranty.

12. Warranties and Warranty Claims

    • Seller warrants that:

    • all Goods conform to all applicable Specifications and other requirements for the Goods;

    • all Goods are free from any defect in design (to the extent Seller provided the design), workmanship, production, and material;

    • all Goods are of merchantable quality;

    • it is aware of the particular purpose for which the Goods will be used, and that all Goods are fit for that particular purpose; and

    • it conveys good title to Buyer to all Goods fee and clear of liens and encumbrances.

    • These warranties are in addition to all other warranties provided by law.

    • Defective Goods are Goods that fail to conform with any warranty in the Purchase Order, including those in Section 12.1.

    • If Seller delivers Defective Goods, Buyer, in its sole discretion, may:

    • request that Seller, at Seller’s own risk and expense, rework the Defective Goods or replace the Defective Goods with goods that conform to the Purchase Order; or

    • if the Defective Goods are already in the production process of Buyer, its customer , or its ultimate OEM end customer, at Seller’s cost and expense, have the Defective Goods replaced or reworked by Buyer, Buyer’s customer, or a third party. If the Defective
      Goods have already been installed in a product and delivered to Buyer’s customer and Buyer does not receive the Defective Goods from its customer for inspection, Seller will accept the determination of Buyer’s customer, or
      Buyer’s ultimate OEM end customer, or its agents or contractors (such as a dealer) as a reasonable determination that the Goods are Defective Goods.

    • Seller must reimburse Buyer for all direct and indirect costs incurred by Buyer or charged to Buyer by its customer in connection with the delivery of a Defective Good (including costs for transport, examination, handling, sorting, dismantling, material
      and work).

    • Seller’s warranties and its responsibility for delivering Defective Goods may not be waived, limited, or altered in any way except through a written document signed by Buyer expressly referencing the Purchase Order and this Section 12.

    • The warranty period for delivered Goods begins upon delivery of the Goods and continues through the longest of:

    • 36 months after the initial registration of the end product (vehicle or machine) or, for Goods for retrofitting purposes, from the assembly of the Buyer product;

    • the warranty period provided by applicable law; or

    • the warranty period offered by Buyer’s customer to end-users for the Goods.

    • Nothing in this section waives or alters Buyer’s rights with respect to any claims for damages or costs according to any applicable statutes or laws, including claims under product liability laws, or any indemnity claims by Buyer against Seller.

13. Recall and Other Field Actions

    • If Buyer, its customer, or the manufacturer of any end products into which the Goods, or products, components, or systems containing the goods, have been assembled performs a recall, any other field action, or a customer service campaign, either upon
      its own initiative or upon the decision of any public authority (a Recall), Seller will be liable to Buyer for all damages in connection with the Recall to the extent that the Recall results from the delivery of Defective Goods
      or from any other breach of the Purchase order by Seller.

14. Liability

    • Seller is liable to Buyer for any breach of the Purchase Order. Seller’s liability includes Buyer’s direct, indirect, incidental, and consequential damages, and any other damages or other remedies available under law or equity. Seller will reimburse Buyer
      for any attorney’s fees, other professional fees, and court costs incurred by Buyer in connection with any breach of the Purchase Order by Seller or any action by Buyer to enforce its rights under the Purchase Order.

    • Seller must pay Buyer for any loss that is caused by Seller’s breach of the Purchase Order, or that arises from or relates to warranty, product recall, or product liability claims asserted by any party against Buyer, or that arises from or relates to
      any injuries to person, including death, or damage to property caused by Seller. But Seller shall not pay for any loss that is caused solely by Buyer’s negligence.

15. Insurance

    • Seller must purchase and maintain comprehensive general liability insurance with an appropriate limit of indemnity, at least $5,000,000 per occurrence.

16. Proprietary Rights and Rights of Use

    • Seller warrants that the use of the Goods as intended by Buyer does not infringe any domestic or foreign patents, utility models, copyrights, or other intellectual property rights (Proprietary Rights) of any third party. Seller will indemnify Buyer from
      and against all legal disputes, damage, claims, or demands arising out of the actual or alleged infringement of Propriety Rights by the use of the sale of the Goods.

17. Tooling and Other Provided Property

    • All tools, parts, templates, devices and related drawings (collectively “Tooling”) equipment or material, are the property of the Buyer if it:

    • Is provided to Seller by Buyer, Buyer’s customer, or Buyer’s ultimate OEM end customer

    • has been paid for or is to be paid for directly or through amortization by Buyer, or

    • is Tooling identified on the face of any Purchase order issued by Buyer.

18. Reservation of Title

    • Title to the delivered Goods will pass to Buyer upon delivery.

19. Termination

    • Buyer may terminate all or any part of a Purchase Order at any time and for any business reason by giving 30 day’s written notice to Seller.

    • Termination due to customer termination: If Buyer’s customer terminates all or any part of its order with Buyer for any reason, Buyer may terminate all or any part of a Purchase Order by giving written notice to the Seller.

    • Buyer may immediately terminate all or any part of a Purchase Order without any liability to Seller in the event of any Default by Seller.

    • Buyer may, at its option, terminate the Purchase Order without liability to Seller if there is a change of control of Seller, or in the case of Seller Insolvency.

Last Modified: 11/30/2024