PURCHASE ORDER TERMS AND CONDITIONS

Effective February 2025

1. Contract Formation

These Terms and Conditions govern the purchase of goods and services by Fibrew Inc. ("Buyer") as referenced in the applicable purchase order, or any associated correspondence incorporating these terms ("Order"). This Order constitutes Buyer's offer to purchase products and services solely in accordance with these Terms and Conditions, and Seller's acceptance is expressly limited to them. Any terms proposed by Seller that conflict with or supplement these Terms and Conditions shall be deemed rejected unless expressly accepted in writing by Buyer. This Order constitutes the entire agreement between the parties, superseding any prior agreements, and may only be modified with Buyer's written consent. If any provision is deemed unenforceable, the remaining provisions shall remain valid and enforceable. All obligations under this Order shall survive delivery and performance.

2. Prices and Payment

Unless otherwise agreed in writing, Seller's prices shall be the lowest prevailing market rates and shall not exceed the prices last quoted or charged to Buyer. Unless stated otherwise in the Order, payment terms are net 60 days from the invoice date. Prices include all applicable taxes, freight, and insurance costs to the delivery destination. Payment does not constitute acceptance of goods or services. Buyer reserves the right to inspect Seller's records and audit charges related to this Order. Any overcharges must be promptly reimbursed or credited.

3. Shipping and Delivery

Seller must comply with all shipping, labeling, and packaging instructions provided by Buyer. Seller shall bear all export and import costs, including tariffs and duties. Delivery dates are of the essence. Seller must promptly notify Buyer of any potential delays. Nonconforming goods may be treated as non-delivery, and Buyer's weight and volume determinations shall prevail.

4. Inspection and Risk of Loss

All goods and services are subject to inspection and approval by Buyer, which may occur at Seller's facilities or Buyer's location. Acceptance does not waive Buyer's right to reject defective or nonconforming goods. Rejected items remain at Seller's risk and expense and must be replaced at Seller's cost unless otherwise instructed. Payment for goods does not waive Buyer's right to inspection or rejection.

5. Installation, Work on Premises, and Insurance

If Seller performs work at Buyer's site, Seller must comply with all Buyer policies, safety rules, and regulatory requirements. Seller must maintain insurance coverage, including Worker's Compensation, General Liability, and Auto Liability, in forms and amounts acceptable to Buyer, naming Buyer as an additional insured where required. Proof of coverage must be provided upon request.

6. Warranties

Seller warrants that all goods and services shall:

• Conform to specifications and descriptions,
• Be merchantable and free from defects,
• Be fit for Buyer's intended purpose,
• Be free of liens or encumbrances.

Seller also warrants that no material changes to manufacturing, processes, or composition shall occur without Buyer's prior written consent. These warranties are assignable to Buyer's successors or customers and survive inspection, acceptance, and payment.

7. Indemnification

Seller agrees to indemnify, defend, and hold harmless Buyer and its affiliates from any losses, claims, damages, liabilities, and expenses (including attorney's fees) arising out of Seller's breach of this Order, negligence, product defects, or failure to comply with applicable laws.

8. Force Majeure

Neither party shall be liable for failure to perform due to causes beyond its control, including natural disasters, acts of government, labor disputes, or transportation failures. The affected party must promptly notify the other party of the force majeure event.

9. Termination

• Without Cause: Buyer may terminate the Order at any time by written notice. Buyer shall pay for goods and services delivered and accepted up to the termination date.
• For Cause: Buyer may terminate immediately upon Seller's breach. Buyer retains all rights and remedies available at law or in equity.

10. Changes

Buyer may modify the Order by issuing written change orders. Seller must notify Buyer within fifteen (15) days if a change affects pricing or delivery. No changes are binding unless expressly agreed in writing by Buyer.

11. Compliance with Laws

Seller certifies full compliance with all applicable federal, state, provincial, and local laws, including but not limited to:

• Workplace health and safety,
• Environmental protection,
• Export controls,
• Anti-corruption and anti-bribery laws.

Seller shall also comply with regulations prohibiting discrimination (41 CFR §§ 60-1.4(a), 60-300.5(a), and 60-741.5(a)).

12. Governing Law and Language

This Order shall be governed by the laws of the jurisdiction where Buyer maintains its principal office. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply. This document is written in English, and the English version controls.

13. Forum Selection

All disputes arising from this Order shall be brought exclusively in a court of competent jurisdiction located in Buyer's principal place of business.

14. Assignment

Seller may not assign this Order or any rights or obligations without Buyer's prior written consent.

15. Intellectual Property Indemnification

Seller shall indemnify and defend Buyer against any claim that the goods or services infringe any patent, trademark, copyright, or trade secret. Buyer reserves the right to participate in the defense.

16. Confidentiality and Tooling

Any specifications, drawings, tools, or technical data provided by Buyer remain Buyer's property. Seller shall not disclose or use such information for purposes other than fulfilling this Order.

17. Permits and Licenses

Seller is responsible for obtaining all necessary licenses, permits, and approvals required to perform under this Order.

18. Government Contracts

If goods or services are intended for U.S. government contracts, applicable clauses from the Federal Acquisition Regulations (FAR) or Defense FAR Supplement (DFARS) are incorporated by reference.

19. Subcontractors and Independent Contractors

Seller must obtain Buyer's written approval for subcontractors and remains fully responsible for their work. Seller is an independent contractor and may not bind Buyer in any manner.

20. Publicity

Seller may not use Buyer's name, trademarks, or relationship in advertising, press releases, or other public communications without Buyer's prior written approval.