1. Acceptance
This Purchase Order (“PO”) constitutes an offer by Five Star Tool Co., Inc. (“Buyer”) to purchase goods and/or
services from Seller. Acceptance of this PO is expressly limited to these Terms and Conditions. Any additional
or different terms proposed by Seller are rejected unless specifically accepted in writing by Buyer.

2. Entire Agreement
This PO, together with any referenced drawings, specifications, quality requirements, and attachments,
constitutes the entire agreement between Buyer and Seller regarding the goods and services purchased.

3. Price
Prices stated on the PO are firm and shall not be increased without Buyer's prior written approval. Seller
warrants that pricing is no less favorable than pricing offered to other customers purchasing similar quantities
under similar conditions.

4. Delivery
Time is of the essence. Seller shall deliver goods and services in accordance with the delivery schedule
specified in the PO. Seller shall immediately notify Buyer of any anticipated delays. Buyer reserves the right to
cancel all or part of the PO without liability if Seller fails to meet agreed delivery dates.

5. Packaging and Shipping
Seller shall package goods to prevent damage during shipment and comply with all carrier requirements.
Each shipment shall include:
-Packing slip
-Purchase Order number
-Part number and revision level, where applicable
-Quantity shipped
Seller shall be responsible for damage resulting from inadequate packaging.

6. Inspection and Acceptance
All goods and services are subject to inspection and acceptance by Buyer. Payment, inspection, testing, or use
of goods shall not constitute acceptance. Buyer may reject goods found to be defective, damaged,
nonconforming, or otherwise not meeting requirements.

7. Quality Requirements
Seller shall maintain an effective quality management system appropriate to the products or services supplied.
Upon request, Seller shall provide:
-Certificates of Conformance
-Material Certifications
-Inspection Reports
-Test Results
-Calibration Records
Seller shall retain quality records for a minimum of seven (7) years unless otherwise specified.

8. Change Control
Seller shall not make changes to:
-Manufacturing location
-Manufacturing process
-Raw materials
-Sub-tier suppliers
-Specifications
-Inspection methods
without prior written approval from Buyer.

9. Counterfeit Material Prevention
Seller shall ensure that all products supplied are genuine and obtained through authorized supply chains.
Counterfeit, fraudulent, or suspect material is strictly prohibited. Seller shall immediately notify Buyer upon
discovery of any suspect counterfeit material and shall be responsible for all associated replacement,
investigation, and corrective action costs.

10. Right of Access

Buyer, Buyer’s customers, and applicable regulatory authorities shall have the right of access to Seller’s
facilities, records, processes, and quality management system as necessary to verify compliance with
contractual requirements.

11. Warranty
Seller warrants that all goods and services shall:
-Be free from defects in material and workmanship;
-Conform to drawings, specifications, samples, and requirements;
-Be fit for their intended purpose;
-Comply with applicable laws and regulations;
-Be free and clear of liens and encumbrances.
Warranty period shall be the greater of:
-Twelve (12) months from acceptance by Buyer; or
-Seller’s standard warranty period.

12. Nonconforming Product
Seller shall not knowingly ship nonconforming product without prior written approval from Buyer.
Buyer may:
-Reject nonconforming product;
-Return product at Seller’s expense;
-Require replacement;
-Require rework;
-Receive credit for nonconforming product.

13. Corrective Action
Seller shall respond to requests for corrective action within the timeframe specified by Buyer and shall
implement effective corrective actions to prevent recurrence.

14. Regulatory Compliance
Seller shall comply with all applicable federal, state, local, and international regulations applicable to the goods
or services supplied.

15. Conflict Minerals and Material Disclosure
Upon request, Seller shall provide material composition information and compliance declarations relating to
applicable customer, regulatory, environmental, or conflict minerals requirements.

16. Indemnification
Seller shall defend, indemnify, and hold harmless Buyer, its officers, employees, customers, and agents from
claims, losses, liabilities, damages, costs, and expenses arising from:
-Defective products;
-Nonconforming products;
-Seller negligence;
-Breach of contract;
-Intellectual property infringement.

17. Insurance
Seller shall maintain adequate insurance coverage, including:
-Commercial General Liability
-Workers Compensation
-Employer’s Liability
Evidence of coverage shall be provided upon request.

18. Confidentiality
Seller shall maintain as confidential all drawings, specifications, pricing, customer information, technical
information, and other proprietary information received from Buyer.

19. Intellectual Property
All drawings, specifications, models, CAD files, tooling designs, and other information supplied by Buyer
remain Buyer’s property and shall not be disclosed or used for any purpose other than performance of this PO.

20. Assignment and Subcontracting
Seller shall not assign this PO or subcontract work without Buyer’s prior written consent.

21. Termination for Convenience
Buyer may terminate this PO, in whole or in part, at any time by written notice. Buyer’s liability shall be limited
to reasonable documented costs incurred prior to termination.

22. Termination for Cause
Buyer may terminate this PO immediately if Seller:
-Fails to meet delivery requirements;
-Supplies nonconforming product;
-Breaches any material term of this PO;
-Becomes insolvent.

23. Force Majeure
Seller shall promptly notify Buyer of any force majeure event affecting performance and shall take all
reasonable actions to minimize disruption.

24. Governing Law
This PO shall be governed by the laws of the State of New York.

25. Venue
Any dispute arising under this PO shall be subject to the exclusive jurisdiction of the state or federal courts
located in Monroe County, New York.

26. Supplier Ethics and Awareness
Seller shall ensure personnel are aware of:
-Their contribution to product quality;
-Product safety requirements;
-Ethical behavior expectations;
-Compliance with applicable laws and regulations.

27. Flow-Down Requirements
Seller shall flow applicable purchase order, regulatory, customer, and quality requirements to its sub-tier
suppliers.