Prinova General Terms and Conditions of Purchase

Rev. 1, October 17th, 2025

1.1. “Buyer” means the Prinova entity identified in the applicable purchase order (the “Order”), together with its Affiliates. “Seller” means the counterparty identified in the Order, together with its permitted successors and assigns. “Products” means the goods, products, articles, materials and equipment to be supplied by Seller. “Services” means any services performed by Seller under the Order. “Affiliate” means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party. 
1.2. These terms and conditions, together with the Order and any specifications, drawings, quality standards, or other documents expressly incorporated by reference in the Order (collectively, the “Agreement”), constitute the entire agreement between Buyer and Seller and supersede all prior and contemporaneous proposals, quotations, acknowledgments, or other communications, whether written or oral, concerning the subject matter of the Order. 
1.3. Any terms proposed by Seller that are additional to, different from, or inconsistent with the Agreement are rejected and shall be of no force or effect. Any acceptance by Seller of the Order, commencement of performance, or delivery of any Products or Services constitutes an unqualified acceptance of the Agreement. 
1.4. In the event of any conflict among the components of the Agreement, the following order of precedence applies unless Buyer expressly agrees otherwise in a writing signed by Buyer: (a) the Order (including any special conditions stated therein), (b) these terms and conditions, and (c) the other incorporated documents.

2.1. Time is of the essence with respect to Seller's performance. 
2.2. Buyer may, by written notice, make changes within the general scope of the Agreement, including changes to drawings, designs, specifications, method of shipment or packing, place of delivery, quantity, and delivery schedule. If any such change causes an increase or decrease in the cost of, or the time required for, performance, the parties shall negotiate in good faith an equitable adjustment to price and/or schedule, provided Seller submits any claim within thirty calendar days after receipt of Buyer's notice of change. 
2.3. No modification or amendment of the Agreement shall be binding unless set forth in a writing executed by Buyer.

3.1. Prices are firm and inclusive of all charges, including packing, crating, storage, handling, insurance (where required), and all taxes, duties, fees, and assessments, except those from which Buyer is lawfully exempt. 
3.2. If, prior to shipment, Seller offers the Products to any other customer at a lower price or more favorable terms for substantially the same quantities and conditions, Seller shall apply such lower price or more favorable terms to the Order. 
3.3. Buyer may set off, recoup, or deduct any amounts due or to become due from Seller to Buyer or any Affiliate of Buyer against any amounts owed by Buyer or any Affiliate of Buyer to Seller.

4.1. Seller shall issue accurate invoices only after conforming delivery and, if applicable, completion of Services, unless the Order expressly authorizes earlier invoicing. 
4.2. Payment terms are as stated in the Order. Payment does not constitute acceptance of Products or Services and is without prejudice to any rights or remedies of Buyer. 
4.3. Buyer may audit Seller's invoices and supporting records related to the Agreement. Seller shall promptly refund any overpayment identified by Buyer.

5.1. Delivery shall be made in accordance with the delivery terms stated in the Order. Where the Order specifies delivery under the Incoterms 2020 rules published by the International Chamber of Commerce, such rules shall apply as incorporated by reference. 
5.2. Seller shall pack and mark the Products to prevent damage, secure timely delivery, and comply with applicable law and carrier requirements. Each shipment shall include a packing slip referencing the Order number and itemized contents. 
5.3. Title to the Products shall pass to Buyer upon the earlier of: (a) delivery as required by the Order; (b) transfer of documents of title to Buyer; or (c) payment of any portion of the price for identified Products. Risk of loss shall remain with Seller until delivery and Buyer's acceptance; risk shall not pass for any Products that are rejected. 
5.4. If Seller fails to deliver on the agreed delivery date, or if delivery is delayed or threatened to be delayed, Buyer may, without prejudice to any other rights or remedies, require expedited transportation at Seller's sole cost, approve a revised schedule, and/or terminate all or any part of the Agreement. 
5.5. As a reasonable pre-estimate of damages for delay and not as a penalty, Buyer may deduct liquidated damages equal to one percent of the total price of the delayed Products for each full or partial week of delay, capped at ten percent of such price, without limiting Buyer's right to recover actual damages to the extent they exceed such cap where such recovery is not prohibited by applicable law.

6.1. Buyer may inspect and test the Products and Services at any time, including at Seller's premises and after delivery, and regardless of prior payment. 
6.2. Buyer may reject any Products or Services that are nonconforming or defective. Upon rejection, Buyer may, at its option and without prejudice to any other remedies, (a) return the Products to Seller at Seller's expense for credit or refund, (b) require repair or replacement at Seller's risk and expense, (c) retain the Products with an equitable reduction in price, or (d) correct the nonconformity or obtain substitute goods or services and charge Seller for all costs and damages. 
6.3. No inspection, test, or acceptance shall relieve Seller of any warranty or other obligation under the Agreement, nor constitute a waiver of latent defects, fraud, or gross mistakes.

7.1. Seller shall strictly comply with all specifications, drawings, samples, and quality standards provided or approved by Buyer. 
7.2. Seller shall not substitute materials, change processes, change the place of manufacture, or subcontract any portion of its performance without Buyer's prior written consent. 
7.3. Seller shall maintain complete and accurate manufacturing and quality records relating to the Products and Services for not less than two years, or for such longer period as required by applicable law or by Buyer in writing, and shall provide copies upon request at no charge.

8.1. Seller represents and warrants that: (a) it has good and marketable title to the Products free and clear of all liens and encumbrances; (b) the Products conform in all respects to the Agreement and are merchantable, fit for their intended purposes, and free from defects in design, materials, and workmanship; (c) any Certificate of Analysis or other certificate furnished is true, accurate, and complete; (d) the Products are manufactured, packaged, stored, labeled, handled, and delivered in compliance with applicable law and current good manufacturing practices; (e) the Services are performed in a professional and workmanlike manner by qualified personnel; and (f) the manufacture, sale, delivery, use, and resale of the Products and the performance of the Services do not and will not infringe or misappropriate any intellectual property rights of any third party. 
8.2. The foregoing warranties run to Buyer, its Affiliates, successors, assigns, customers, and end users, and shall survive inspection, acceptance, payment, and termination for a period of not less than twenty-four months after delivery of the Products or completion of the Services, or such longer period as provided by law or expressly stated in the Order.

9.1. Seller shall comply with all applicable laws, rules, regulations, directives, and industry standards, which may include, without limitation, the Federal Food, Drug, and Cosmetic Act, the Nutrition Labeling and Education Act, the Federal Insecticide, Fungicide, and Rodenticide Act, the Fair Packaging and Labeling Act, the Toxic Substances Control Act, the Fair Labor Standards Act, the Occupational Safety and Health Act, and comparable non-United States laws where applicable. 
9.2. Seller shall comply with all applicable import, export, sanctions, and customs laws and shall maintain complete and verifiable supply chain documentation sufficient to demonstrate admissibility of the Products into the jurisdictions to which the Products are shipped. 
9.3. Seller shall not use forced, indentured, or prison labor of any kind, and shall promptly provide documentation reasonably requested by Buyer to demonstrate the absence of forced labor in the supply chain. Buyer may suspend or terminate the Agreement immediately for any non-compliance, and Seller shall indemnify Buyer for all resulting losses, fines, penalties, and costs, including professional fees.

9.4. Seller shall maintain and comply with hazard analysis and critical control points plans, allergen controls, traceability capable of one-step-forward and one-step-backward within two hours of request, and Good Manufacturing Practices appropriate to the Products and the jurisdictions of manufacture and destination. Seller shall provide full and prompt cooperation in any regulatory inspection or inquiry.

9.5. Seller shall comply with anti-bribery and anti-corruption laws, including the United States Foreign Corrupt Practices Act and the United Kingdom Bribery Act, and with all applicable export, import, sanctions, and customs laws. Seller shall not offer, promise, authorize, or give anything of value to any person to obtain or retain business or secure an improper advantage.

10.1. Non-Infringement Warranty. Seller represents and warrants that the manufacture, sale, delivery, use, importation, exportation, offer for sale, resale, and distribution of the Products and the performance of the Services do not and will not infringe, misappropriate, or otherwise violate any patent, copyright, trademark, trade secret, moral right, mask work right, database right, or any other intellectual property or proprietary right of any person.

10.2. Defense and Indemnity Obligation. Seller shall defend, indemnify, and hold harmless Buyer and its Affiliates, and each of their respective directors, officers, employees, agents, customers, distributors, and end users, from and against any and all claims, demands, actions, investigations, liabilities, losses, damages, judgments, settlements, penalties, fines, costs, and expenses, including reasonable fees and expenses of professional advisers, arising out of or relating to any allegation that is described in Section 10.1.

10.3. Duty to Defend; Counsel; Advancement. Upon written notice of any claim within the scope of Section 10.2, Seller shall immediately assume the defense at its sole cost with counsel reasonably acceptable to Buyer and shall advance and pay on an ongoing basis all fees and costs incurred in the defense. Buyer may participate with its own counsel at Seller's expense where Buyer reasonably determines that Seller's counsel has a conflict, is not providing an adequate defense, or where issues unique to Buyer are implicated.

10.4. No Prejudicial Settlement. Seller shall not settle any claim without Buyer's prior written consent unless such settlement provides an unconditional and full release of Buyer and all other indemnitees from all liability, contains no admission of fault by Buyer or any indemnitee, imposes no obligation on Buyer or any indemnitee, and preserves Buyer's right to pursue other remedies. 

10.5. Injunction or Risk of Injunction — Continuity of Supply. If the use, sale, offer for sale, distribution, importation, exportation, or other exploitation of any Product or the use of any Service is enjoined, is threatened to be enjoined, or in Buyer's reasonable judgment is likely to be enjoined, Seller shall, at its sole cost and without interruption to Buyer's operations: 
(a) procure for Buyer and its indemnitees the right to continue the same on a perpetual, royalty-free basis; or 
(b) replace or modify the same so that they become non-infringing while remaining fully conforming and interchangeable; or 
(c) if neither (a) nor (b) is achievable within a commercially reasonable time, promptly repurchase from Buyer all affected Products at the original purchase price and reimburse Buyer for: (i) the cost of all related freight, duties, and taxes; (ii) all costs of recall, withdrawal, field action, removal from distribution, and destruction; (iii) the cost of any finished goods of Buyer or its customers that embody or incorporate the affected Products (including reasonable manufacturing cost and lost raw materials); (iv) the cost to requalify, retool, and validate alternate sources and substitute products; and (v) reasonable lost-production and line-down costs actually incurred.

10.6. Combinations and Foreseeable Uses. The obligations in this Section apply to claims based on the Products or Services alone, in combination with other items or methods where such combination or method is reasonably foreseeable or is directed by Seller, and to claims based on compliance with performance requirements provided by Buyer where Seller participated in the design, selection, or specification of the means of performance.

10.7. Limited Carve-Out. Seller's obligations shall not apply to a claim to the extent the claim would not have arisen but for designs or specifications supplied by Buyer that were both (a) expressly required by Buyer with no functionally equivalent non-infringing alternative available to Seller, and (b) accompanied by a written notice from Seller to Buyer, before acceptance of the Order, that the required design or specification is reasonably likely to infringe identified third-party rights.

10.8. Priority; Survival; No Cap. The obligations in this Section are primary and independent, are in addition to any other warranties or indemnities, survive inspection, acceptance, payment, completion, termination, or expiration, and shall not be subject to any exclusion or limitation of liability, including any limitation of damages. 

10.9. Supplier-Chain Responsibility. Seller shall obtain and maintain, at its expense, all licenses, assignments, and permissions necessary for Seller and Buyer to exercise their rights in the Products and Services as contemplated by the Agreement, including from Seller's suppliers and subcontractors, and shall pass through to Buyer the full benefit of any intellectual property indemnity received from such third parties .

11.1. Seller shall defend, indemnify, and hold harmless Buyer and its Affiliates, and their respective directors, officers, employees, and agents, from and against all claims, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable professional fees) arising out of or relating to: (a) personal injury, death, or property damage caused by the Products, the Services, or Seller's acts or omissions; (b) any defect in the Products or the Services; (c) Seller's breach of the Agreement; or (d) Seller's violation of applicable law. 
11.2. If any recall, withdrawal, field action, or corrective action is required or reasonably advisable with respect to any Product or ingredient, Seller shall cooperate fully and promptly with Buyer, shall bear all associated costs and expenses to the extent arising from the Products or Seller's acts or omissions, and shall implement preventative and corrective measures acceptable to Buyer.

12.1. Seller shall maintain, at its own cost and with reputable insurers, insurance coverage appropriate to the risks arising from the Agreement, including at a minimum: (a) Commercial General Liability including Products and Completed Operations with limits of not less than United States Dollars One Million per occurrence and United States Dollars Two Million aggregate; (b) Workers' Compensation and Employer's Liability as required by law with limits of not less than United States Dollars One Million; (c) Automobile Liability for owned, non-owned, and hired vehicles with limits of not less than United States Dollars One Million; and (d) Excess or Umbrella Liability with limits of not less than United States Dollars Five Million (United States Dollars Ten Million for raw materials or ingredient suppliers). 
12.2. Such policies shall be primary and non-contributory and shall name Buyer as an additional insured with waiver of subrogation in Buyer's favor. Seller shall provide certificates of insurance upon request and shall provide not less than thirty calendar days' prior written notice of cancellation or material change.

13.1. “Confidential Information” means all non-public, proprietary, or confidential information disclosed by or on behalf of Buyer to Seller, whether oral, visual, written, electronic, or in any other form, including without limitation specifications, formulas, samples, designs, drawings, data, financial information, customer information, pricing, forecasts, inventions, trade secrets, know-how, and the existence, terms, and subject matter of the Agreement. 
13.2. Seller shall: (a) keep the Confidential Information in strict confidence and use the same only to perform the Agreement; (b) not disclose Confidential Information to any third party without Buyer's prior written consent; and (c) restrict access to Confidential Information to those of Seller's employees, officers, directors, and professional advisers who have a need to know the same for the purpose of performance, are bound by written obligations of confidentiality and non-use at least as protective as this Section, and for whom Seller remains fully responsible. 
13.3. Upon Buyer's request at any time, and upon completion, termination, or expiration of the Agreement, Seller shall promptly return to Buyer or, if Buyer so instructs, securely destroy all Confidential Information and any copies, extracts, or derivatives thereof, and certify such destruction in writing. 
13.4. The obligations in this Section do not apply to information that Seller demonstrates by competent written evidence: (a) is or becomes generally available to the public through no breach of this Section; (b) was lawfully in Seller's possession on a non-confidential basis before disclosure by Buyer; or (c) is lawfully disclosed to Seller by a third party without breach of any obligation of confidentiality. 
13.5. Seller acknowledges that any breach of this Section would cause irreparable harm for which monetary damages would be an inadequate remedy, and that Buyer shall be entitled to injunctive relief, specific performance, or other equitable relief in addition to any other remedies at law or in equity. 
13.6. Trade secret obligations survive for so long as the information remains a trade secret under applicable law. All other confidentiality and non-use obligations survive for five years after the last disclosure or for such longer period as required by applicable law or expressly stated in the Order.

14.1. To the fullest extent permitted by applicable law, Buyer shall not be liable to Seller for any incidental, consequential, exemplary, punitive, special, or indirect damages, including loss of profits or business interruption, in each case arising out of or relating to the Agreement, whether based on contract, tort, strict liability, or otherwise, even if advised of the possibility of such damages. 
14.2. Nothing in this Section limits or excludes liability for death or personal injury caused by a party's negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot be limited or excluded by applicable law.

15.1. Buyer may terminate all or any part of the Agreement for convenience by written notice to Seller. Upon such termination, Buyer's sole liability shall be to pay for conforming Products delivered and accepted and Services properly performed and accepted before Seller's receipt of the termination notice. Buyer shall not be liable for loss of anticipated profits or for unabsorbed overhead or other consequential or indirect costs. 
15.2. Buyer may terminate all or any part of the Agreement for cause by written notice if Seller breaches any provision of the Agreement, fails to make progress so as to endanger performance, becomes insolvent or subject to bankruptcy or similar proceedings, or otherwise is reasonably deemed by Buyer to be unable to perform. Upon termination for cause, Buyer may pursue any and all rights and remedies available at law or in equity.

16.1. Neither party shall be liable for failure or delay in performance to the extent caused by events beyond its reasonable control that could not reasonably have been foreseen or prevented, including acts of God, natural disasters, war, terrorism, civil unrest, epidemic, pandemic, or governmental orders. 
16.2. For Seller, force majeure does not include shortages of materials, labor disputes confined to Seller or its subcontractors, failure of suppliers, or cost increases. The affected party shall promptly notify the other party, use diligent efforts to mitigate and resume performance, and provide regular status updates. If a force majeure event continues for sixty calendar days after notice, the non-affected party may terminate the Agreement by written notice.

Seller is an independent contractor and not an agent, partner, or employee of Buyer. When on Buyer's or Buyer's customer's premises, Seller shall comply with all site rules and safety requirements.

Seller shall not assign, transfer, delegate, or subcontract any of its rights or obligations under the Agreement without Buyer's prior written consent. Any purported assignment or subcontracting in violation of this Section is void. The Agreement binds and inures to the benefit of the parties and their permitted successors and assigns.

Upon commercially reasonable written notice, Buyer and its representatives may audit Seller's facilities, operations, books, and records related to the Agreement. Seller shall cause its relevant suppliers and subcontractors to grant comparable access.

All notices under the Agreement shall be in writing and delivered by hand, recognized overnight courier, or certified mail (return receipt requested), to the addresses stated in the Order, and are deemed given upon delivery against signature or, if refused, upon attempted delivery.

21. Severability; Waiver; Cumulative Remedies; Survival; Language.

21.1. If any provision of the Agreement is held invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the parties shall negotiate in good faith a valid substitute provision that most closely reflects the original intent. 
21.2. No failure or delay by Buyer in exercising any right or remedy operates as a waiver, and any single or partial exercise does not preclude any other or further exercise. 
21.3. All rights and remedies of Buyer are cumulative and in addition to any other rights and remedies available at law or in equity. 
21.4. Provisions that by their nature should survive (including confidentiality, intellectual property, indemnities, limitation of liability, governing law and dispute resolution, audit, and records obligations) shall survive any completion, termination, or expiration of the Agreement. 
21.5. The English language version of the Agreement controls over any translation.

22.1. The United Nations Convention on Contracts for the International Sale of Goods is excluded in all cases. 
22.2. If the Buyer identified in the Order is not a United States entity, this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. 
(a) If the Seller is not incorporated in the People's Republic of China, any dispute shall be finally resolved by arbitration administered by the London Court of International Arbitration under the London Court of International Arbitration Rules in force when the notice of arbitration is submitted. The seat and place of arbitration shall be London, England. The language shall be English. The tribunal shall consist of one arbitrator, or three arbitrators if the amount in controversy exceeds an amount that the London Court of International Arbitration determines reasonably requires three arbitrators. 
(b) If the Seller is incorporated in the People's Republic of China, disputes with an amount in controversy of less than United States Dollars Two Hundred Thousand ($200,000) shall be finally resolved by arbitration administered by the Shanghai International Arbitration Center in Shanghai, People's Republic of China, and disputes with an amount in controversy of United States Dollars Two Hundred Thousand ($200,000) or more shall be finally resolved by arbitration administered by the Hong Kong International Arbitration Centre in Hong Kong Special Administrative Region. In each case, the language shall be English. 
(c) If any arbitral tribunal declines or lacks jurisdiction, the courts of England and Wales shall have non-exclusive jurisdiction, and each party irrevocably submits to such jurisdiction for interim measures and enforcement. 
22.3. If the Buyer identified in the Order is a United States Prinova entity and the Seller is not incorporated in the People's Republic of China, this Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to conflicts of laws principles. Each party irrevocably submits to the exclusive jurisdiction and venue of the state courts of Cook County, Illinois and the federal courts located in Chicago, Illinois for any action or proceeding arising out of or relating to this Agreement, and waives any objection based on inconvenient forum or lack of personal jurisdiction. 
22.4. If the Buyer identified in the Order is a United States Prinova entity and the Seller is incorporated in the People's Republic of China, this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws principles. Any dispute shall be finally resolved pursuant to Section 22.2(b) above. 
22.5. Each party irrevocably waives, to the fullest extent permitted by law, any right to a trial by jury in any action or proceeding arising out of or relating to this Agreement to the extent such waiver is enforceable under the governing law applicable under this Section.