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GLOBAL SUPPLIER EXPECTATIONS MANUAL Electrical Components International Updated: February 2022

PURPOSE

Electrical Components International, Inc. and its subsidiaries and affiliates (collectively "ECI") are continually striving to improve the quality of its products; this requires a corresponding level of improvement in the quality of the components, parts, and materials provided by its suppliers. ECI's goal is to produce products with no defects, hence Suppliers are expected to provide defect-free components in a timely manner to fully support production schedules.

The purpose of this Global Supplier Expectations Manual ("the Manual") is to provide clear expectations for all current suppliers to ECI. Suppliers are expected to acknowledge receipt and compliance with this procedure on an annual basis.

No statement in the Manual is meant to imply that ECI will accept anything less than 100% defect-free components. The Manual must be used as a guide for supplier expectations in all situations.

The current version of the Manual can be downloaded from our website at https://www.ecintl.com/supplier-portal/

The Manual supplements ECI's Purchase Order Terms and Conditions and other agreements with ECI but is not meant to supersede them. In the event of conflict between the terms of the Manual and other agreements with ECI, such other agreements prevail.

If a situation is not covered by the Manual, the responsible Supplier Quality Engineer ("SQE") will be the main point of contact for getting questions answered and situations resolved. The SQE has the authority to request information, including process data, above and beyond the stated requirements in the Manual if it is deemed pertinent to protect the interests of ECI.

SCOPE

This manual applies to all current suppliers of purchased components or materials to ECI.

SECTION 1: PURCHASING AND DELIVERY EXPECTATIONS

1.1 Responsiveness: Suppliers are expected to be responsive and flexible when responding to fluctuations in demand and production changes. Suppliers must provide excellent and timely communication, service, and resolution as is necessary.

1.2 Flexibility: Suppliers are expected to be agile and adaptable to respond to short term changes in demand or supply situations of other external disruptions, and to align within the supply chain for better overall performance. Being willing to negotiate, granting reasonable time, and offering supplier's input is critical for resolution. Supplier should be willing and able to provide additional effort or support whenever unusual circumstances arise.

1.3 Responsibility: ECI evaluates Supplier to ensure proper contract performance and to create performance improvement plans to ensure continuous progress.

1.4 Competitiveness: Overall contribution of the cost competitiveness or financial impact of the product to the finished good selling price.

1.5 Service: Accurate and quick responses, value-added activities, information turnaround, meeting promised dates, flexibility.

1.6 Contracts: Contracts are in place, agreements are followed, adherence to the Manual.

1.7 Billing Accuracy: Accuracy on billing both in time (agreed payment terms) and money (agreed price).

Notes: Requested information in this section of the booklet is meant to include quotes, approvals, samples, tracking numbers, (P)PAP, UL/CSA and/or ISO certifications, product drawings and specifications, packaging drawings and specifications, labeling instructions, certificates of origin and/or environmental (RML, RoHS, REACH) documents. Anyone at ECI may make these requests.

SECTION 2: SUPPLIER MANAGEMENT

2.1 Quality Management System

Current and potential suppliers must demonstrate their financial viability and that its facilities, processes, and Quality Management System ("QMS") meet the standards required to deliver quality components and products.

Current and potential suppliers to ECI must operate within a comprehensive and properly implemented QMS. Suppliers shall provide written confirmation and objective evidence of third-party certification to an active version of IATF 16949 for ECI's automotive customers, and ISO:9001 or other similar certifications for non-automotive customers. Suppliers (for ECIs automotive customers) who are not IATF 16949 (latest issued) certified must have a working plan to become compliant to IATF 16949 available for review unless the Supplier has an approved Supplier Quality Certification Exemption from ECI waiving such plan. Certified suppliers up for ISO:9001 or IATF 16949 certification renewal must submit current certificates to ECI once available and upon request. Also, Suppliers must notify ECI in writing within 24 hours if their certificate will be suspended for whatever reason. Distributors must obtain ISO:9001 or IATF 16949 certificates from their manufacturers and submit them to ECI as stated above.

In support of these assessments, Suppliers are expected to actively manage the quality of their sub-tier suppliers. Suppliers should allow and facilitate ECI visits and audits of sub-tier suppliers when required.

2.2 Sub-Supplier Control

1. Suppliers must obtain written authorization from ECI Supplier Quality before changing any sub-supplier or material via the ECI supplier change request process. 2. Suppliers shall ensure all sub-suppliers comply with ISOTS:16949 (for Automotive products) or ISO:9001 (for non-Automotive products) requirements and all ECI specific expectations as applicable. 3. Suppliers shall ensure ECI has access to sub-supplier facilities, working areas, and records as applicable to investigate and enable verification that sub-suppliers are complying with item 2. 4. Suppliers are fully responsible for the quality and delivery of materials they purchase from sub-suppliers to provide to ECI. 5. Each Supplier is responsible for the control and continuous improvement efforts of sub-suppliers, including sub-suppliers nominated or directed by ECI.

2.3 Audits

Upon request of ECI, an approved third party representative, agreeable to Supplier, Customers and/or ECI will be entitled to visit any product related location of the Supplier and to conduct audits based on IATF 16949 and VDA standards (in the case of suppliers for ECI's automotive customers) and ISO:9001 for ECI's non-automotive customer base. This right shall also include audits at the Supplier's sub-supplier's locations. The Supplier shall provide the necessary resources for the performance of this task. Supplier will be given adequate advanced notice of audits, and some processes may be considered proprietary to Supplier.

2.4 Supplier Code of Conduct

As a global company powering smart, connected, and electrified solutions to solve the most complex challenges, ECI values safety, integrity, empathy and accountability. These values also apply to our Suppliers, including contractors and consultants. The principles contained in ECI's Supplier Code of Conduct ("Code") are essential to ensure that ECI's dealings with its Suppliers are ethical, compliant, and trustworthy. It is crucial that every Supplier understand and agree to the principles outlined in the Code, which can be found at ECI's website at https://www.ecintl.com/

2.5 Record of Retention

Supplier is obligated to document and maintain Production Part Approval Process ("PPAP")/PAP/FPA packages, annual layout and validation records, tooling records, traceability records, engineering records, corrective action records, quality performance records, and inspection and test results. At minimum, the listed documents shall be archived over at least 15 years after the production has been terminated for automotive products and 5 years for general market products and tooling scrap authorization has been granted. Records shall be available to ECI upon request.

The above time periods are considered "minimum." All retention times established by Suppliers shall meet or exceed the above requirements and any governmental requirements.

2.6 Annual Re-Qualification (Components and Suppliers)

Supplier shall re-qualify its components in case of changes and regularly at least once a year. A qualification-monitoring program must be maintained to ensure and demonstrate that the delivered components meet all the agreed requirements. Re-qualification documentation shall be archived by Supplier and shall be made available to ECI upon request.

If Supplier does not have design responsibility, Supplier shall perform a layout inspection, verifying all characteristics as specified in the respective drawing or specification regularly, at least once a year.

Suppliers with PPAP documentation over one year old are required to re-PPAP as directed by the Supplier Quality department at ECI's receiving site. Supplier will provide annual PPAP documents upon request per a Supplier product family part number schedule.

Suppliers who once were approved by ECI but with no activity for 12 months or more (from last shipment received at ECI) shall be re-qualified (as new supplier) and sent through the appropriate approval process.

2.7 Production Approval Process Package (PAP (FPA)) / Production Part Approval Process (PPAP)

ECI requires its Suppliers and Distributors to use PAP (FPA)/PPAP and maintain quality historical records of their processes and products. The part must receive PAP (FPA)/PPAP approval before shipments are received at ECI. If the Supplier does not submit the PAP (FPA)/PPAP, material will be rejected, and the corresponding charges will be made. For all automotive components PPAP Package must be submitted per PPAP AIAG Guideline at current edition.

Note: Suppliers and Distributors must be able to provide PPAP in the different levels as stated in the AIAG PPAP requirements. The PPAP level will be indicated in the PO submitted by ECI Purchasing.

The PAP (FPA)/PPAP is required under the following circumstances: - New part for an ECI facility - Revision change - Manufacturing facilities change, process change - If ECI has not received material from a particular manufacturing location for more than one calendar year. - Regulatory at least once a year

PAP (FPA)/PPAP package to include:

a) Certified Print: The print must be a released drawing signed and dated by the Supplier. Actual layout measurements will be clearly marked alongside the corresponding print dimension. The sample part used for the layout must be identified.

b) Dimensional Report (FPR): The FPR must be filled out with the dimensional / appearance data obtained out of 3 pieces sample, randomly selected from your first pre-pilot run, including all the characteristics mentioned in the certified print.

c) Gauge R&R: Percentage value for the Gauge R&R study must be < 20%

d) CPKs for critical to quality characteristics (CTQs): Supplier must submit evidence of CPK index of 1.67 or greater for all CTQs.

e) Process flow chart: A process flow chart must be submitted for each part.

f) Process Failure Mode and Effect Analysis: A PFMEA must be submitted for each process, part or family of parts, all the higher RPNs shall have recommended actions to reduce risk.

g) Process Control Plan: A Control Plan must be submitted for each part or family of parts, which require different control methods.

h) Part Submission Warrant (PSW): Per AIAG guidelines at PPA 4th edition, Part Submission Warrant shall be prepared and submitted for approval.

i) UL & CSA Approvals (if applicable)

j) Odor and taste test (when requested)

k) Or comply with customer specific requirements

l) List of manufacturing partners (In case of Distributors) and submit required paperwork from those manufacturers (example; ISO certificates/self-risk assessments). Also, change in manufacturing facility must be noted to ECI and no material should be sent prior to approval.

Note: Any other requirement not included in this list will be notified through ECI Purchasing or by Supplier Quality.

SECTION 3: CHANGE CONTROL (Supplier Change Request)

3.1 Change Control

After PPAP approval, the Supplier shall not make any changes to the part design or manufacturing process without prior written change request notification and approval from ECI.

Suppliers shall submit a written formal request including all the items listed in the 4th edition of the AIAG PPAP Manual or equivalent. Suppliers are also required to submit all supporting validation data, including necessary dimensional reports, performance testing, before/after process parameters, updated APQP documentation (PFMEA/Control Plan), and a detailed timeline demonstrating proper change control that identifies necessary safety stock/bank requirements including timing for ECI/Customer validation timing and designated resources to manage the change.

ECI must act in accordance with ALL customer requirements for change notification, and as such, ECI expects Suppliers to comply accordingly. Change approval may take an extended period of time when ECI customer approval is required. Changes shall not be implemented before the receipt of written approval from ECI. VERBAL REQUESTS ARE NOT ACCEPTED. Suppliers that provide products for ECI customers should notify a minimum of 6 months before the projected effective date. Any Product or process change notice (PCN) must be emailed ECI at PCNDistribution@ecintl.com

Examples of changes include, but are not limited to: - Change in Supplier Quality Management System, Part Quality Control Plan attributes - Change in material of the product - Change to tooling or tooling replacement - Change in manufacturing process - Change sub-tier suppliers or their process - Change in packaging (design and or supplier) - Add a new sub-tier supplier - Change in design - Moving manufacturing location - Restructuring existing manufacturing locations - Request changes to product specifications - Use of out-of-specification parts - Reworking/Repair of products for ECI use (regardless of location)

3.2 Risk Assessment & Contingency Planning

Supplier shall conduct a risk assessment of their operations that support ECI's production facilities, quality requirements and delivery schedules. Each assessment should consider, at a minimum, the impact arising from: - Natural disasters - Geo-political hazards - Supply chain disruptions - Intellectual property claims - Personal concerns - Equipment problems - Facility or system issues

Supplier shall prepare contingency plans to ensure continued operations to support supply of products needed by ECI.

Supplier shall communicate any critical risk scenario without a contingency plan that may result in a major disruption. Supplier shall provide the contingency plans to ECI when requested.

SECTION 4: NON-CONFORMANCE

Shipping non-conforming components or raw materials to ECI is not acceptable; likewise failing to adhere to the deadlines set forth in ECI's orders (delivery problems) or shipping late is not acceptable. All such incidents will negatively affect Supplier's performance metrics, which are monitored in the Supplier Scorecard.

Supplier is expected to proactively notify the ECI Supplier Quality teams of non-conforming product if Supplier becomes aware of a Quality spills issue before ECI personnel discover the non-conformance. Similarly, it is expected that Suppliers will proactively communicate to the materials planner contact if any missed shipment or late shipment condition will impact an ECI plant.

Discovery by ECI of non-conforming components or raw material and any delivery problem (Supplier related) will result in a reject notification and typically also result in the issuance of a Supplier Corrective Action Report through our SQICS system.

Suppliers must have an established Root Cause Analysis ("RCA") process with clearly assigned roles and responsibilities for managing non-conformances. The RCA process must include test procedures, quarantine methods, Returned Material Authorization (RMA) process, results documentation, problem solving tools, escalation methods, etc. The RCA findings should be documented by Supplier and reported out periodically or upon request.

Non-conforming parts that are the result of Supplier's failure to adhere to an approved control plan or due to a violation of change control results in a completely non-value-added activity for ECI personnel to contain and correct the issue. As such, any SCARs that are issued because of this type of failure will be assessed a billback charge. See Section 4.5.

4.1 Containment (Parts)

ECI requires Suppliers to implement containment actions necessary to maintain production delivery schedules within 24 hours from the time such an incident is reported to the Supplier as a SCAR. Supplier shall submit a documented containment plan within 24 hours of notification of non-conformity. Supplier's containment process must cover all possible areas of finding potential defects including:

1. Supplier's manufacturing location. 2. All potential transportation links (e.g. Supplier stock waiting to ship, shipping to warehouse, warehouse to manufacturing facility, etc.). 3. All warehousing operations from the Supplier through the ECI facility. 4. Any other potentially impacted ECI facilities. 5. Material in ECI's Customer in case there is risk of impact or confirmed impact.

Containment actions may consist of quarantine, sort, and/or rework of product at all product locations, including by third party quality as detailed below. Supplier must provide on-site support or coordination for all containment actions if requested by ECI. Such support is expected on-site within 48 hours from the time such support is requested.

Any rework proposed as part of the containment plan should be assessed and approved in writing by ECI's supplier quality representative before its execution.

Supplier is responsible for all expenses incurred during a nonconforming component or raw material incident. If possible, Supplier will be offered the opportunity to replace non-conforming product to reduce expense liability.

4.2 Root Cause

Root cause analysis must begin within 48 hours of non-conformance notification from ECI, and the expectation is three days to complete such analysis. If a component or material is required to complete the root cause analysis, the 48 hours begin when Supplier receives the part or product. However, all attempts shall be made to complete the root cause analysis without having a component physically in hand. Photographs, measurement data and defect descriptions are usually sufficient for this purpose.

4.3 Corrective Action

A long-term corrective action plan must be submitted within 14 days and implemented within 30 days of receipt of SCAR. The corrective action plan must be based on the root cause determination from a thorough root cause analysis.

Suppliers are expected to submit evidence of problem-solving tools used during root cause investigation of the issue using 8D methodology or similar. Unacceptable responses will be returned to Supplier for further work. Suppliers are required to use the defined SQICS system to formally submit the actions of the SCAR for SQE review.

PFMEAs and Control Plans are to be reviewed and revisions made as part of the problem-solving process. The expectation is that these documents will be submitted as part of the completed SCAR response.

Proprietary process documentation requires evidence that the review has been completed by the SQE.

Any changes required for the corrective action implementation are expected to be submitted to ECI for review using the Change Control process.

Past Due SCARs will be escalated to ECI management for further review. Effectiveness and timeliness of Supplier responses to these due dates are measured and included in the Supplier Scorecard.

4.4 Controlled Shipment

The Controlled Shipment ("CS") is a strict inspection process that is put into place to protect ECI plants from receiving non-conforming components or raw material that are not consistent with ECI's specification. CS is a requirement from ECI for Supplier to implement additional containment by introducing additional inspection before the shipment of components or raw material to ECI. The data obtained from this rigorous inspection process is critical to measure the effectiveness of containment and corrective actions taken to eliminate the root cause of nonconformances. This process protects ECI and Customers from receiving non-conforming material and protects Supplier from the cost of potential failures passed on to our customers. Supplier is liable and responsible for the cost generated to reduce or mitigate the impacts of non-conforming product passed on to customers and consumers in the field. This process does not change any terms of ECI's purchase orders or a signed supply agreement, nor modifies or limits in any way ECI's remedies or rights of recovery.

Controlled Shipment Levels (CSI/ CSII)

If a CS is required, ECI will determine if CS Level I or Level II would be more appropriate for the situation; additionally, a formal letter describing the reason to place Supplier in CS status, the description of the issue(s), exit criteria and other important aspects of this process will be formally communicated to Supplier in a that letter to be signed by ECI's supplier quality leadership.

Level I Controlled Shipment (CS-I)

Requires Supplier to implement an additional inspection process at Supplier's manufacturing facility, protecting ECI from receiving further non-conforming components. CS-I is invoked when there is evidence Supplier is not able to effectively resolve an issue, or to provide an effective containment and corrective action plan to ECI.

Level II Controlled Shipment (CS-II)

Requires Supplier to implement an additional inspection process at Supplier's manufacturing facility performed by an independent third party, protecting ECI from receiving further non-conforming Parts. Supplier is responsible for paying the third party. Any Supplier placed on CS-II will also be placed on new business hold until Supplier has successfully completed the CS-II process. CSII is instated when there is evidence Supplier is not able to effectively contain and isolate the issue within Supplier's facility when in CS-I activities.

4.5 Bill Back process

All costs incurred by ECI due to Supplier not adhering to ECI quality and delivery requirements may be charged back to the responsible Supplier. This includes customer issues, scrap or other in-process waste, warranty and other any process fall out.

Examples of events typically associated with Supplier caused Bill Backs: - Rework, sort, and disposition of suspect and non-conforming product - Premium freight - Down time/over time/line speed reduction - Increased inspection - Late Delivery - Shipping errors - Additional manpower - Product or equipment damage - Replacement materials/costs - Reimbursement of all charges from a customer - Violation of change control process

A SCAR will be issued to Supplier describing in detail the problem, the associated costs, and the evidence of the expenses incurred to be reimbursed by Supplier. In most cases ECI may also include an "administration" cost of $500 USD to address the costs for ECI to administer and manage the problems.

The downtime charges will vary depending on the location of the plant and the labor costs for the people involved. ECI will only charge actual costs when recovering expenses incurred.

Suppliers will be notified of billback and provided with an itemized list of charges along with the applicable evidence of the costs incurred.

Supplier has five calendar days to respond to the Bill Back with a Credit Note regarding the charges communicated; if Supplier does not respond during this time, ECI will debit Supplier's account.

SECTION 5: SUPPLIER PERFORMANCE PROGRAM/SUPPLIER SCORECARD

Supplier performance is measured on an ongoing basis by the Supplier Scorecard. The Supplier Scorecard will be published in ECI's SQICS system and updated every month, and it is Supplier's responsibility to actively monitor its performance with ECI.

Suppliers will be evaluated and reported monthly as per the factors listed below:

5.1 Quality & Delivery Metrics

Quality Metrics: - PPMs - SCARs - Responsiveness/Customer Interruptions/Recalls - PPAP/FPA on time - first time approved

Delivery Metrics: - On-Time Delivery - Expedited Freight

Delivery Criteria:

PPMs (expectation is 0): 0 = 30 points; 1-75 = 25 points; 76-150 = 15 points; 151-250 = 5 points; >250 = 0 points

Formal Complaints / SCARs (expectation is 0 SCARs): 0 = 15 points; 1 = 10 points; 2 = 5 points; 3 = 0 points

Customer Interruptions (expectation is 0 events): 0 = 15 points; 1 = 5 points; 2 = 0 points

SCARs responded on time (expectation is 0 SCARs late): 0 late = 20 points; 1 late = 0 points

PPAPs submitted on time & manner (expectation is 0 PPAPs late & 0 rejected): 0 late = 20 points; 1 late = 0 points

On time Delivery (expectation is 100%): 100% = 80 points; 90% = 72 points; 80% = 64 points; 70% = 56 points

Expedited Freights (expectation is 0 events): 0 events = 20 points; 1 event = 10 points; 2 events = 0 points

The result of assessing the metrics shown above will result in the monthly Scorecard which is ranked as follows:

ECI Supplier Scorecard: Acceptable Performance (>80) / Low Performance (60-79) / Unacceptable Performance (<59)

5.2. Top Performing Suppliers

Top performing Suppliers are those that fully meet expectations. These Suppliers are strongly encouraged to continue working with ECI to meet and exceed expectations. These Suppliers may be eligible to participate in the ECI annual recognition program.

5.3. Low Performing Suppliers

Low performing Suppliers must create a robust action plan that thoroughly addresses all the metrics highlighted in yellow and red. This action plan must be approved by the ECI SQE representative. Regular revisions are applicable to verify the evolution of this plan.

Note: High Risk Suppliers (i.e., low performing Suppliers) are automatically on a new business hold.

5.4. New Business Hold

New Business Hold prohibits a Supplier from quoting new business.

Criteria for Application: - Confirmed poor supplier quality results in performance Quality or Delivery or both. - Unauthorized process or tool changes (resulting in major disruptions). - Repeat major disruptions (Downtime, stockouts). - Poor performance over time.

New Business Hold – Exit Criteria: - ECI representative monitors Supplier's progress to ensure action plan is being met. - Supplier demonstrates acceptable performance in Quality and Delivery through the Scorecard for three consecutive months. - The commodity team is informed that the New Business Hold status has been removed.

SECTION 6: COMPLIANCE WITH REGULATORY REQUIREMENTS

6.1 Toxicity

ECI is committed to complying with government requirements and customer expectations. All Suppliers shall comply with these same regulations, including but not limited to the ones listed below. Suppliers must submit compliance documentation when required by ECI. These documents need to be completed within two weeks of the initial request. Submitted documentation shall indicate compliance or non-compliance of the materials purchased.

Suppliers shall warrant that all products worldwide supplied to ECI follow the substance and material restrictions specified in the "Global Automotive Declarable Substances List" (GADSL). The GADSL is available under the following Internet address: http://www.gadsl.org

Supplier must declare all substances listed as "declarable" or "prohibited" like specified within the GADSL. The complete composition of components and materials shall be declared in the "International Material Data System" and must be accepted by ECI.

All suppliers are required to comply with Toxicity, RoHS, REACH & RML:

6.2 RoHS III

The European Union has enacted Directive 2015/863/EU on the Restriction of the use of certain Hazardous Substances and four phthalate plasticizers in electrical and electronic equipment ("RoHS"). RoHS adherence now transcends the EU as a global initiative.

6.3. REACH

This legislation governs the European Regulation on Registration, Evaluation, Authorization and Restriction of Chemicals; being Regulation EC 1907/2006 and subsequent amendments. To ensure compliance with the legislation, ECI will ask Suppliers if any REACH Substances of Very High Concern (SVHC) are part of the materials purchased. This regulation is updated every 6 months. ECI will require Suppliers to update their documentation twice a year when the EU releases the new list of substances added.

6.4. Conflict Minerals

Under the Dodd-Frank Act, all publicly traded companies must report to the SEC, the origin of conflict minerals. Conflict Minerals are tantalum, tungsten, tin and gold and sometimes referred to as 3TG minerals, if they are deemed to originate from the Democratic Republic of the Congo (DRC) and surrounding area. Many different governments have adopted this standard. Generally, ECI reports using the most current version of the Responsible Minerals Reporting Template (CMRT) on the RMI website. In addition, the Responsible Materials Initiative has identified cobalt as an additional mineral of concern. The Cobalt Reporting Template (CRT) can be downloaded from RMI website if necessary.

ECI will require suppliers to update their CMRT with each revision change.

6.5. Other Regulations

- Full Material declarations; IMDS or IPC 1752 - Whirlpool RML - GE/MABE Toxicity - Prop 65

[Global Supplier Expectations Manual, updated February 2022]

CODE OF CONDUCT FOR SUPPLIERS TO ELECTRICAL COMPONENTS INTERNATIONAL, INC.

This Supplier Code of Conduct ("Code") applies to all suppliers and their subsidiaries, joint ventures, and affiliates (collectively "Suppliers") who provide products and services to Electrical Components International, Inc., its affiliates and subsidiaries (collectively "ECI" or "the Company"). This Code supplements ECI's Purchase Order Terms and Conditions and other agreements with ECI, but is not meant to supersede them. In the event of a conflict between the terms of this Code and other agreements with ECI, such other agreements prevail.

Labor and Human Rights

The Company believes all human beings should be treated with dignity and respect and is committed to upholding internationally recognized human rights of all people. ECI uses all reasonable efforts to avoid causing or contributing to human rights abuses and supports adopting fair and sustainable business practices in our supply chain.

Employment and Discrimination

Suppliers must ensure equal opportunity in employment and not discriminate based on any legally protected status as may be recognized under the laws of the locations where the Suppliers conduct business. Suppliers must ensure that workers are not subjected to harassment or abuse and have legal authorization to work in their place of employment. Suppliers are expected to support a workplace free of harassment and discrimination, including with respect to women's rights and equal opportunity.

Forced Labor

Suppliers agree to comply with applicable human rights laws, including those relating to slavery and human trafficking, in all business locations. Further, neither Suppliers nor its sub-suppliers will use or tolerate forced or involuntary labor, including slavery and human trafficking. Suppliers shall not threaten or subject workers to harsh or inhumane treatment (e.g. verbal abuse and harassment, psychological harassment, mental and physical coercion, sexual harassment, etc.) to force labor from them.

Child Labor

Suppliers will not use or tolerate any type of child labor that fails to comply with International Labour Organization ("ILO") Conventions 182 (prohibiting the worst forms of child labor) and 138 (setting minimum working age standards). Suppliers will not employ persons under the age of 18 for work that will likely harm their health, safety, or education.

Wages and benefits

Suppliers shall ensure that their workers receive at least the mandated minimum wages and benefits in accordance with local laws, including any required vacations, leave of absence, holidays, bonuses, and overtime pay. Per local laws and customs, Suppliers shall pay earned wages in an accurate and timely manner and shall not use wage deductions in an improper manner (e.g., unjust punishment.). ECI encourages Suppliers to pay their employees a living wage, which is enough to maintain a normal standard of living.

Ethical Recruiting

Suppliers shall use ethical recruitment practices and comply with applicable laws relating to recruitment and employment. Suppliers shall not charge workers recruitment fees or related costs to obtain employment, and shall not retain worker identity documents, passports, or work permits as a condition of employment, except where required by law and with appropriate safeguards. Where labor agents or recruiters are used, Suppliers shall take reasonable steps to ensure such parties act in compliance with this Code.

Rights of Minorities and Indigenous Peoples; Community Impacts

Suppliers shall respect the rights and dignity of individuals and communities potentially impacted by their operations, including minorities and Indigenous Peoples, consistent with applicable law. Where relevant to a Supplier's operations, Suppliers should seek to identify and mitigate material adverse human rights impacts on local communities.

Land, Forest and Water Rights; Forced Eviction

Suppliers shall respect land, forest, and water rights in accordance with applicable law and shall not support or tolerate forced eviction or involuntary displacement in connection with their operations. Where land acquisition, site expansion, or resource access is relevant to the Supplier's operations, Suppliers should maintain processes reasonably designed to identify, address, and mitigate related human rights risks.

Use of Public or Private Security Forces

Where public or private security personnel are engaged in connection with a Supplier's operations, Suppliers shall take reasonable steps to ensure security activities are conducted in accordance with applicable law and with respect for human rights. Suppliers shall not tolerate conduct by security personnel that involves excessive force, inhumane treatment, or other human rights abuses.

Health and Safety

Occupational Health, Safety, and Hazard Prevention

One of ECI's core values is that its employees return home, safe and healthy, to their families every day. That core value extends to the employees of ECI's Suppliers. Suppliers shall provide workers with a safe and healthy work environment. Suppliers shall take measures to support accident prevention and minimize health risk exposure, such as using appropriate personal protective equipment and instruction on its proper use.

Working Conditions

Suppliers shall provide workers with reasonably accessible and clean facilities and potable water. If provided, any Supplier-provided food and storage facilities shall be sanitary and fit for consumption.

Reporting Incidents

Suppliers shall permit workers to report health and safety incidents and near-misses. Suppliers will investigate reports and implement corrective action as needed.

Environment

Environmental Permits and Reporting

Suppliers shall understand and comply with all environmental laws, policies, procedures, and guidelines that apply to your job responsibilities.

Minimizing Environmental Impact

Suppliers will try to minimize the environmental impact of their operations, products, solutions, and services. Suppliers' environmental systems should aim to restore and preserve the environment in areas such as (1) waste disposal, (2) air quality, (3) greenhouse gas emissions, and (4) water consumption. Upon request, Suppliers shall provide ECI will their Scope 1 and Scope 2 greenhouse gas emissions.

Reducing Environmental Footprint

In compliance with applicable laws, Suppliers shall conduct their business in a way that reasonably minimizes waste, including the use of recycling and reducing their environmental footprint.

Environmental Sustainability Focus Areas

Suppliers are encouraged to identify, prioritize, and progressively improve practices that reduce environmental impacts, as appropriate to their operations. Areas of focus may include energy efficiency, renewable energy, decarbonization, responsible chemical management, sustainable resource management, waste reduction, reuse and recycling, biodiversity and land use considerations (including deforestation risk), soil quality, noise emissions, and animal welfare where relevant. Suppliers shall comply with applicable environmental laws and, upon request, support ECI's reasonable information requests related to these topics.

Ethical Conduct

Avoidance of Conflicts of Interest

Without proper disclosure and authorization from ECI, Suppliers will not allow ECI employees to accept personal services, payments, or loans or knowingly allow an ECI employee's close family member to work for Suppliers in a capacity that may affect the ECI employee's decisions at ECI. In addition, Suppliers agree not to provide confidential information regarding Suppliers to ECI employees unless Suppliers and ECI have both given prior approval.

Avoidance of Improper Gifts and Gratuities

All ECI employees must abide by the Company's policies and procedures concerning accepting gifts, hospitality, and entertainment. Suppliers must never offer any gifts, entertainment, or other business courtesies where doing so could compromise or be reasonably seen to compromise the ECI employee's judgment, integrity, or impartiality. If Suppliers provide gifts or gratuities to ECI employees, they must never be in cash.

Business Integrity

Suppliers shall act ethically and comply with all global laws and regulations, even when doing so might be more time-consuming and expensive. Suppliers shall not engage in corruption, extortion, embezzlement, kickbacks, or bribery to obtain an unfair or improper business advantage. Suppliers shall abide by all applicable anti-corruption laws and regulations of the locations in which it conducts business, including the U.S. Foreign Corrupt Practices Act (FCPA), the UK Bribery Act, and other applicable anti-corruption laws wherever it does business.

Fair Business, Advertising, and Competition

ECI believes in fair, free, and open markets and works hard to compete honestly and fairly. Suppliers shall comply with applicable laws relating to fair business, advertising, and competition. Suppliers agree to compete strictly on the merits of their products and services and make no attempt to restrain or limit trade in violation of applicable antitrust or competition laws. Neither Suppliers nor Suppliers' subcontractors or agents will directly or indirectly provide, or offer to provide, anything of value or for the benefit of any government official to obtain or retain any contract, business opportunity or other benefit, or to influence any act or decision of that person in his or her official capacity. Suppliers agree to have reasonable procedures in place to inform and educate its employees to promote compliance with these laws and policies.

Anti-Money Laundering (AML)

Suppliers shall comply with applicable anti-money laundering and counter-terrorist financing laws and shall maintain reasonable procedures designed to detect and prevent money laundering, including appropriate due diligence on relevant third parties and accurate recording of transactions.

Accurate Records and Financial Responsibility

Suppliers shall maintain accurate and complete books, records, and accounts, and shall not engage in false, misleading, or improper entries or documentation. Records shall be retained and made available as required by applicable law and contractual obligations.

Disclosure of Information

Suppliers shall accurately maintain any records required by law and disclose such records as may be required by applicable laws. Where Suppliers provide information to ECI (including sustainability, compliance, or supply chain information), Suppliers shall take reasonable steps to ensure such information is accurate and not misleading.

Protection of Intellectual Property

Suppliers shall respect and protect the legal intellectual property, trademark, and copyrights of others, including the Company.

Privacy

Suppliers shall protect the reasonable privacy expectations of the Company's personal information. Suppliers will respect and protect the Company's information, particularly the Company's confidential and proprietary information, from any improper use or disclosure.

Data Protection and Data Security

Suppliers shall protect ECI's confidential and proprietary information and any personal information processed on ECI's behalf. Suppliers shall implement reasonable administrative, technical, and physical safeguards designed to protect information from unauthorized access, disclosure, alteration, or loss, and shall promptly report to ECI any material suspected or confirmed security incident affecting ECI data, in accordance with contractual requirements.

Export Controls and Economic Sanctions

Suppliers shall comply with applicable export controls, customs laws, and economic sanctions regulations. Suppliers shall not provide products, services, or technology to ECI in a manner that would cause ECI to violate applicable export control or sanctions restrictions, and shall provide relevant information and documentation upon request.

Counterfeit Parts

Suppliers shall have reasonable processes designed to prevent the introduction of counterfeit, substandard, or unauthorized parts and materials into products supplied to ECI. Where applicable, Suppliers shall maintain traceability controls and notify ECI promptly if counterfeit parts are suspected or identified.

Reporting Concerns

ECI encourages Suppliers to report activity they believe violates the law, this Code, ECI's Code of Conduct and Business Ethics, or ethical business practices. Suppliers may report concerns to any of the following as appropriate: - The ECI buyer who is the primary contact - ECI's General Counsel via email or telephone - The ECI Ethics Helpline at eciethicshelpline.com. ECI's Ethics Helpline is run by an independent third party and is available 24/7, 365 days a year. Reports to the Helpline may be made anonymously if desired.

No Retaliation. Suppliers that report a concern or potential misconduct in good faith are doing the right thing. ECI will not tolerate retaliation against such Suppliers

Accountability For The Code

Management Accountability and Responsibility

ECI expects Suppliers to have their management do or have processes in place that: - Communicate this Code to workers and subcontractors who provide products and materials to the Company. - Comply with this Code, perform audits to this Code, and comply with laws and regulations that apply to their business. - Require risk assessments and implement risk management systems to mitigate the environmental, health and safety, and labor practice risks related to their activities, and provide documentation regarding same upon request from ECI. - Ensure the integrity of financial reports and information following applicable generally accepted standards. - Communicate the requirements of this Code down to their own sub-suppliers and down the supply chain. - Suppliers shall incorporate requirements that are substantially similar to this Code into their own supplier standards and, where practicable, into contracts or purchase terms with their sub-suppliers that support products or services provided to ECI, and shall take reasonable steps to verify compliance.

PURCHASE ORDER TERMS AND CONDITIONS

1. OFFER; ACCEPTANCE; EXCLUSIVE TERMS. Each purchase order ("Order"), together with these Terms and Conditions constitutes an offer by Buyer to the party to whom such Order is addressed and such party's applicable affiliate or subsidiary ("Seller") to enter into the agreement it describes, and it shall be the complete and exclusive statement of such offer and agreement. An Order does not constitute an acceptance by Buyer of any offer or proposal by Seller, whether in Seller's quotation, acknowledgement, invoice or otherwise. If any Seller quotation or proposal is held to be an offer, that offer is expressly rejected and is replaced in its entirety by the offer made up of the Order and these Terms and Conditions. Buyer's Order is expressly made in reliance on Seller's assent to all Terms and Conditions hereof. A contract is formed when Seller accepts the offer of Buyer. Each Order shall be deemed accepted upon the terms and conditions of such Order by Seller by shipment of goods, performance of services, commencement of work on goods, written acknowledgement, or any other conduct of Seller that recognizes the existence of a contract pertaining to the subject matter hereof. Acceptance is expressly limited to these Terms and Conditions and such terms and conditions as are otherwise expressly referenced on the face of the Order. No purported acceptance of any Order on terms and conditions which modify, supersede, supplement or otherwise alter these Terms and Conditions shall be binding upon Buyer and such terms and conditions shall be deemed rejected and replaced by these Terms and Conditions unless Seller's proffered terms or conditions are accepted in a physically signed writing by Buyer's Chief Procurement Officer, notwithstanding Buyer's acceptance of or payment for any shipment of goods or similar act of Buyer. In the event of a conflict between the Order and any prior or contemporaneous agreement or document exchanged between Buyer and Seller, the Order governs.

2. PRICE. Buyer shall not be billed at prices higher than specified on the front of this Order. Seller represents that each price for items sold under this Order is the lowest price charged by Seller during the term of this Order to any other customer for the same or like items in equal or less quantity on similar terms and conditions and that such prices comply with applicable government regulations in effect at time of quotation, sale, or delivery. No price increase shall be effective unless Buyer approves the price increase in advance in writing. Seller shall give Buyer written notice of any proposed price increase ninety (90) days prior to the proposed effective date and shall, upon request, document the basis for its request. Any approved price increase will not apply to items past due on the effective date and Buyer will not approve any retroactive price increases. Seller agrees that any price reduction made in any items covered by this Order subsequent to the placement of this Order will be applicable to this Order. Buyer may pay all discounts provided for on invoices within the time stated on such invoices, which shall be calculated from the date an acceptable invoice is received or the date that the goods are received, whichever is later. The discount period shall not commence on orders for tooling until items for such tooling are received and approved by the Buyer.

3. DELIVERY. Time and rate of deliveries are of the essence of this Order. Buyer reserves the right to cancel this Order without charge and/or reject the goods because of default by Seller in time or rate of delivery. Buyer at its option may approve revisions to this contract, but only when agreed to in writing by the Buyer. Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet delivery schedule. Goods arriving to Buyer past due or in advance of Buyer's material delivery schedule may be rejected or returned to Seller at Seller's expense, including any administrative costs plus any costs associated with charge-backs from the Buyer's customers. The Buyer may also chargeback to the Seller lost production time and profit resulting from Seller's lack of timely delivery or performance. Premium shipping expenses and/or other related expenses necessary to meet delivery schedules set forth in Releases shall be Seller's sole responsibility, unless the delay or expense was solely the result of Buyer's negligence and Seller provides Buyer with notice of any claim against Buyer within ten (10) days after the occurrence of the alleged negligent action of Buyer giving rise to such claim. Seller shall not reserve a security interest in goods shipped to Buyer. The seller must provide "Certificate of Origin" of the purchased item before first delivery. Title to and the risk of any loss of or damage to the items subject to this Order shall pass from Seller to Buyer F.O.B. Buyer's plant. Passing of title upon such delivery shall not constitute acceptance of the Products by Buyer or relieve Seller of any of its obligations hereunder.

4. REJECTIONS. All goods may be subject to inspection and test by Buyer at place of manufacture or at destination or at both. If any goods are found to be defective or in any way not in conformity with requirements of this Order, (including any applicable drawings or specifications), Buyer, in addition to any other rights which it may have under warranties or otherwise, shall have the right to reject and return such goods at Seller's expense and to receive full reimbursement for any such rejected goods as well as any administrative costs, lost production time costs and other associated costs, or upon written request of Buyer, to receive replacement of any such rejected goods without additional cost to Buyer, but Seller shall be responsible for all of buyer's administrative costs, at the rate of 25% of the value of the rejected goods cost resulting therefore and/or lost profit from such initial return goods.

5. BUYER'S PROPERTY. Unless otherwise agreed to in writing, layouts, models, all tools, gauges, designs, sketches, drawings, blueprints, patterns, dies, specifications, engineering data or other technical or proprietary information, special appliances, and other equipment or materials of every description furnished to Seller by Buyer, or any materials affixed or attached thereto, shall remain the property of the Buyer ("Buyer's Property"). Such property (and whenever practical, each individual item thereof), shall be plainly marked or otherwise adequately identified by Seller as "property of Electrical Components International" and shall be safely stored separate and apart from Seller's property and shall be subject to examination by Buyer. Seller shall not substitute any property for Buyer's Property and shall not use such except in filling Buyer's orders. Buyer's Property, while in Seller's custody or control, shall be maintained in good condition at Seller's expense, shall be held at Seller's risk and shall be kept insured by Seller at Seller's expense in an amount equal to the replacement cost with loss payable to Buyer. Buyer's Property shall be subject to removal at Buyer's written request, in which event Seller shall prepare Buyer's Property for shipment and shall deliver the same to Buyer in the same condition as originally received by Seller, reasonable wear and tear excepted. Any special tooling, the full cost, or a substantial portion of the cost of which is included in the price of Buyer's orders, shall upon completion of orders become property of Buyer. Seller shall return the same to Buyer or make such other disposition thereof as may be directed or approved by Buyer.

6. PATENT RIGHTS. All discoveries, inventions, and designs, whether patentable or subject to copyright, conceived or reduced to practice by Seller or its employees in connection with the supply pursuant to this Order, of any item as to which Buyer furnishes the specifications, shall be promptly disclosed to Buyer, and shall become the property of Buyer. Seller and its employees shall, upon request, execute all papers necessary to assign such discoveries, inventions, and designs to Buyer and to cause at Buyer's expense patent applications to be filed thereon in favor of Buyer. The decision as to whether to file patent applications and to prosecute same shall be made solely by Buyer.

7. CHANGES. Buyer shall have the right to make changes in the Order by giving notice to the Seller. If such changes cause an increase or decrease in the amount due under the Order or in the time required for its performance, an equitable adjustment may be made, and the Order shall be modified accordingly. If any quantity ordered on an individual Purchase Order Form or on a Material Delivery Schedule is decreased or canceled by Buyer, it shall be Seller's responsibility to minimize the effects/costs, including diverting material for other uses. Any claim for adjustment must be asserted by the Seller in writing within five (5) days from the date the change is ordered. Nothing contained in this clause shall relieve the Seller from proceeding without delay in the performance of this Order as changed. Seller shall not make changes in specifications, physical composition of, or processes used to manufacture goods hereunder without Buyer's prior written consent.

8. ASSIGNMENT AND SUBCONTRACTING. No assignment of this Order shall be binding upon Buyer until Buyer's written consent thereto is obtained. Seller shall not procure or contract for the procurement of any item covered by this Order in completed or substantially completed form without first securing the written consent of the Buyer. In addition, notwithstanding anything to the contrary in this Agreement, a direct or indirect change of control (whether by merger or otherwise) of any parent entity of Buyer by a sale of all or substantially all of the assets of any parent entity of Buyer shall not be deemed an assignment of this Agreement for any reason, and no notice to Seller shall be required upon the consummation of any such transaction.

9. INDEMNIFICATIONS. Seller shall defend and shall indemnify and hold harmless Buyer, its successors, assigns, customers, and the users of its products, from all loss and damage including reasonable attorney's fees, by reason of any and all claims and suits charging damage or injury or charging infringement of any patent, trademark, copyright or other property right arising out of the sale or use of any goods furnished hereunder except that Seller shall have no liability with respect to patent infringement for goods as to which Buyer furnishes complete specifications. Seller shall upon request, provide product liability insurance, naming Buyer as an additional insured, in limits acceptable to Buyer.

10. WARRANTIES. By accepting this offer, Seller warrants that all items delivered under this Order will be "merchantable" as defined in 2-314 of the Uniform Commercial Code and free from defects in material and workmanship (including damage due to unsatisfactory packaging by Seller), that all items delivered will be strictly in accordance with Buyer's terms, specifications, drawings, and approved sample, if any, and to extent such items are not manufactured pursuant to detailed designs furnished by Buyer, that all items will be free from defects in design and suitable for the intended purposes.

11. SURVIVAL OF IDEMNIFICATIONS AND WARRANTIES. Seller's obligations under Paragraphs 9 and 10 hereinabove shall not be deemed to be exclusive, and together with any service warranties and guarantees, if any, shall survive acceptance, of the goods, payment therefore and/or termination, and shall run to Buyer, its successors, assigns, customers and the users of its products.

12. DEFAULTS - BANKRUPTCY - CANCELLATION. Buyer may cancel this Order in whole or in part: (a) if the Seller shall become insolvent or make a general assignment for the benefit of creditors, or a receiver or liquidator for Seller is appointed or applied for, or if Seller admits in writing its inability to pay its debts as they become due, or (b) if any proceeding under any applicable Federal or State bankruptcy or insolvency law is brought by or against Seller, or (c) if, at any time Seller shall default in performance or shall so fail to make progress in the work as to endanger performance hereunder in the sole discretion of Buyer, or (d) if Buyer's customers cancel, (or in any other way render obsolete) requirements for goods specified in this Order. After receipt of notice for any such termination, Buyer, at its option, may require the Seller to transfer title and deliver to Buyer any satisfactorily completed work and such work in process and all associated raw materials as the Seller has specifically produced or specifically acquired for the performance of such part of the Order as has been canceled. Upon any such termination pursuant to this clause, if the cost of completion of the Order is in excess of the contract price, then Seller shall be liable for such excess. However, except with respect to default of subcontractors, the Seller shall not be liable for any excess costs if the failure to perform arises out of causes beyond the control and without the fault or negligence of the Seller. If the failure to perform is caused by the default of the subcontractor, and if such default arises out of causes beyond the control of both the Seller and its subcontractors, and without the fault or negligence of either of them, the Seller shall not be liable for any costs for failure to perform, unless the goods or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to comply with the Order. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Order.

13. FORCE MAJEURE. Buyer shall not be in breach of its obligations or liable for any delay or failure to perform its obligations if the breach, delay, or failure arises from causes beyond the reasonable control of Buyer ("Force Majeure"). The term "Force Majeure" as used herein may include, but is not restricted to, acts of God or of the public enemy, acts of the government in it sovereign capacity, fires, floods, epidemics, pandemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather.

14. USE OF DESIGNS, DATA, ETC. Seller agrees that it will keep confidential the features of any equipment, tools, gauges, patterns, designs, drawings, engineering data, completed production parts or other technical o proprietary information furnished by Buyer ("Proprietary Information") and use such items only in the production of items under this Order or other orders from Buyer and not otherwise unless Buyer's written consent is first obtained. Upon completion or termination of this order, or sooner if requested by Buyer, Seller shall return all Proprietary Information to Buyer or make such other disposition thereof as may be directed or approved by Buyer.

15. VERIFICATION. Buyer has the right at any reasonable time and upon reasonable request to verify any data that the Supplier has submitted under this Agreement.

16. SET-OFF. Buyer shall always have the right to set off (deduct from payments) any amount owing from Seller to Buyer.

17. LABOR LAWS. All goods shall be produced, and services rendered under conditions which meet the applicable requirements of the Fair Labor Standards Act of 1938, as amended, including Section 12 (a) thereof, and all applicable Federal, State, and municipal laws and regulations governing wages, hours, and conditions of labor. Seller shall insert a certificate on all invoices submitted in connection with this Order stating that the goods or services were produced or rendered in compliance with the requirements of the Fair Labor Standards Act of 1938, as amended, including Section 12 (a) thereof, as amended. If the Order is for more than $10,000 and is otherwise subject to the Walsh-Healey Act (4) U.S. Code 34-45, the representations and stipulations required by that Act and regulations issued thereunder by the Secretary of Labor are included in all contracts therein specified and are incorporated herein by reference. The Equal Employment Opportunity clause in Section 202, of Executive Order #11246, as amended, relative to equal employment opportunity and the implementing rules and regulations of the Office of Federal Contract Compliance are incorporated herein by specific reference. The Seller agrees to comply with all provisions of the Occupational Safety & Health Act and the regulations thereunder, and further agrees to hold the Company harmless for any citations or penalties received by the Company as a result of the Seller's activities. The affirmative action for veteran's clause and the regulations contained in 41 CFR, Part 50-250, Disabled Veterans and Veterans of the Vietnam Era, are incorporated in and form a part of all purchase contracts issued by Buyer. The affirmative action for handicapped workers clause and the regulations contained in Part 60-741, Chapter 60 of title 41 Public Contracts and Property Management are incorporated in and form a part of all purchase contracts issued by Buyer.

18. INDUSTRIAL LAWS. The Seller agrees that neither the Seller nor any of the persons furnishing materials or performing work or services, which are required by this Order, are employees of Buyer within the meaning or the application of any Federal or State Unemployment Insurance Law or Old Age Benefit Law or other Social Security Law, any Workmen's compensation Industrial Accident Law or other Industrial or Labor Law and/or local ordinances and regulations affecting employment. The Seller hereby agrees at its own expense to comply with such laws and to be responsible for all liabilities or obligations imposed by any one or more of such laws and/or ordinances and regulations with respect to this agreement and to hold Buyer harmless therefrom.

19. COMPLIANCE WITH OTHER LAWS. Seller will comply with all Federal, State and Municipal laws, rules and regulations that may be applicable to this Order.

20. MODIFICATION OF AGREEMENT. This Order contains all the agreements and conditions of these transactions and no agreement or other understanding in any way modifying the terms and conditions hereof will be binding upon the Buyer unless made in writing as a change of the Order and signed by Buyer's Chief Procurement Officer.

21. CONTINGENCIES. Buyer reserves the right at its option and without liability either to direct suspension of shipments of materials covered by this Order or to cancel this Order, in whole or in part, at any time, without charge to the Buyer, where such suspension or cancellation is caused by Government order or Buyer's customers request or other requirements, embargoes, acts of civil or military authorities, acts of the public enemy, inability to secure transportation facilities, strikes, differences with workmen, accidents at plant of Buyer or Defense Materials System Priority Regulations or other law or order or regulation or other contingencies beyond control of Buyer.

22. NO WAIVER OF CONDITIONS. Failure of Buyer to insist upon strict performance of any of the terms and conditions of this Order shall not constitute a waiver of such terms and conditions or a waiver of any default.

23. NOTICES. Any notice required or permitted herein shall be in writing and sent to the other party at such party's address as follows or to such other address as such party shall designate by notice and shall be sent by certified mail, return receipt requested, by overnight courier, or by facsimile transmission to the number given by the other party. ECI: Attn: Legal Department, One Towne Square, Suite 1111, Southfield, MI 48076.

24. UNITED STATES GOVERNMENT CONTRACTS AND SUBCONTRACTS. With respect to purchases under United States Government contracts and subcontracts, the parities hereto hereby incorporate as a part of this Order all the clauses set forth or referred to in section VII of the Armed Services Procurement Regulations (as the same are in effect at any time during the performance hereof) which are required to be included herein by such regulations. Where necessary to make the context of such required clauses applicable to this Order, the term "Government" and equivalent phrases shall mean the Buyer and the term "contractor" shall mean the Seller, and the term "contract" shall mean this Order. In the event of any conflict between the provisions of any of the clauses of the Armed Services Procurement Regulations hereby incorporated into this agreement and any other terms and conditions of this Order, the provisions of the clauses of the Armed Services Procurement Regulations so incorporated shall govern. NOTE: The Armed Services Procurement Regulations are obtainable from the Superintendent of Documents, U.S. Government Printing Office, P.O. Box 371954, Pittsburgh, Pennsylvania 15250.

25. CONTROL. Any conflict between the terms hereof and the terms of any Order issued by Buyer or any other document issued by Buyer other than an amendment hereto or acknowledgments or other documents issued by Seller, these conditions and terms shall control unless such document is specifically acknowledged by both parties in writing to be an amendment to the terms and conditions hereof.

26. CHOICE OF LAW AND FORUM. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Missouri. Subject to the arbitration provisions of Section 27, Seller consents to the exclusive jurisdiction of the appropriate state or federal court in the St. Louis County, Missouri for any legal or equitable action or proceeding arising out of, or in connection with, each Order. Seller specifically waives all objections to venue in such courts.

27. ARBITRATION. All disputes arising under or in connection with any Order or any other document pertaining to any Order shall be finally settled by arbitration before a single arbitrator appointed by the American Arbitration Association ("AAA") which arbitration shall be conducted under AAA's commercial arbitration rules then in effect at the time of the Order provided, however, that discovery shall be permitted in accordance with the United States Federal Rules of Civil Procedure. The decision of the arbitrator shall be final and binding upon Buyer and Seller, shall not be appealable, and judgment on the award rendered may be entered in any court of competent jurisdiction. The arbitrator will have no authority to award punitive or other damages not measured by the prevailing party's actual damages. Each party will bear equally the costs and expenses of AAA and of the arbitrator. Each party will bear its own costs and expenses. The failure by one party to pay its share of arbitration fees constitutes a waiver of such party's claim or defense in the arbitration. All arbitration proceedings shall be confidential, except to the extent that disclosure is necessary to enforce an arbitration award in a court of competent jurisdiction. Notwithstanding anything to the contrary, Purchaser shall have the right, without waiving any remedy under the Order, to seek from any court of competent jurisdiction (a) equitable relief and (b) any interim or provisional relief that is necessary to protect the rights or property of Purchaser

28. INTERNATIONAL TRADE AND NAFTA: The Supplier agrees to comply with all international trade regulations arising from its contractual obligation and provide ECI, through its appointed customs specialist, all documentation required for country of origin validation of goods, object and subject of this transaction, including (but not limited to): Statement of Origin, NAFTA (North American Free Trade Agreement) Certificate of Origin current and valid, and/or Manufacturer's Affidavit; as applicable, either in case of requirement from ECI or any of its subsidiaries, or when such documentation is required by customs authorities.

29. CTPAT and Authorized Economic Operator AEO (NEEC): The Supplier agrees to comply with all international trade regulations arising from its contractual obligation and provide ECI, through its International Trade Compliance specialist, documentation for validation of participation on the CTPAT or AEO programs, Supply Chain Security Assessment Survey, or a statement of minimum supply chain security criteria compliance from a company authorized officer, as applicable.

[Rev 9-24-25]

PURCHASE ORDER TERMS AND CONDITIONS - CHINA 采购订单条款和条件-中国

Except as otherwise agreed by Electrical Components International, Inc., or its affiliates and/or subsidiaries ("Buyer") in writing, the following terms and conditions will apply to all purchases made by Buyer. 除非Electrical Components International, Inc.或其附属公司和/或子公司（下称"买方"）另行书面协定，下列条款和条件将适用于买方的所有采购。

1. OFFER; ACCEPTANCE; EXCLUSIVE TERMS. Each purchase order ("Order"), together with these Terms and Conditions constitutes an offer by Electrical Components International, Inc. or its applicable affiliate and subsidiary ("Buyer") to the party to whom such Order is addressed and such party's applicable affiliate or subsidiary ("Seller") to enter into the agreement it describes, and it shall be the complete and exclusive statement of such offer and agreement. An Order does not constitute an acceptance by Buyer of any offer or proposal by Seller, whether in Seller's quotation, acknowledgement, invoice or otherwise. In the event that any Seller quotation or proposal is held to be an offer, that offer is expressly rejected and is replaced in its entirety by the offer made up of the Order. A contract is formed when Seller accepts the offer of Buyer. Each Order shall be deemed accepted upon the terms and conditions of such Order by Seller by shipment of goods, performance of services, commencement of work on goods, written acknowledgement, or any other conduct of Seller that recognizes the existence of a contract pertaining to the subject matter hereof. Failure to reject an Order within five business days of issuance will be deemed an acceptance of the Order. Acceptance is expressly limited to these Terms and Conditions and such terms and conditions as are otherwise expressly referenced on the face of the Order. No purported acceptance of any Order on terms and conditions which modify, supersede, supplement or otherwise alter these Terms and Conditions shall be binding upon Buyer and such terms and conditions shall be deemed rejected and replaced by these Terms and Conditions unless Seller's proffered terms or conditions are accepted in a physically signed writing by Buyer's Chief Procurement Officer, notwithstanding Buyer's acceptance of or payment for any shipment of goods or similar act of Buyer. In the event of a conflict between the Order and any prior or contemporaneous agreement or document exchanged between Buyer and Seller, the Order governs. The UN Convention on Contracts for the International Sale of Goods (CISG) shall not apply to the transactions contemplated by each Order.

1. 要约；接受；排他性条款。每份采购订单（简称"订单"）连同本条款和条件共同构成Electrical Components International, Inc.或其相关附属公司和子公司（下称"买方"）向订单接收方和接收方有关附属公司或子公司（下称"卖方"）发出的要约，根据该要约订立其所述协议，每份订单应构成对此类要约和协议的完整且唯一声明。订单并不构成买方对卖方发出的任何要约或建议（包括卖方报价、确认、发票或其它要约）的接受。如有任何卖方报价或建议被视为要约，该要约将被明确拒绝，并完全替换为构成该订单的要约。一旦卖方接受买方所发要约，即构成买、卖双方达成一致，订立合同。一旦卖方装运货物、履行服务、就订单货物开工、书面确认或执行任何其它行为，表明卖方确认存在与本订单标的有关的合同，即视为卖方接受该订单的条款和条件。如果收到订单后的五个工作日内未表明拒绝订单，将被视为接受该订单。接受仅限于接受此处所列条款和条件以及订单正面明确提述的条款和条件。除非买方首席采购官书面签字确认接受卖方提供的条款或条件，否则凡对订单条款和条件作出修订、替换、补充或以其它方式变更本条款和条件，而后声称接受订单，此类修订、替换或补充条款对买方不具约束力，且应视为已拒绝此类条款和条件并替换为本条款和条件，即便买方接受或支付任何货物运输费用或有其它类似买方行为。若该订单与买、卖双方此前或同期交换的任何协议或文件相抵触，应以该订单为准。《联合国国际货物销售合同公约》（简称CISG）对每份订单中规定的交易不尽适用。

2. PRICE. Buyer shall not be billed at prices higher than specified on the front of this Order. Seller represents that each price for items sold under this Order is the lowest price charged by Seller during the term of this Order to any other customer for the same or like items in equal or less quantity on similar terms and conditions and that such prices comply with applicable government regulations in effect at time of quotation, sale, or delivery. No price increase shall be effective unless Buyer approves the price increase in advance in writing. Seller shall give Buyer written notice of any proposed price increase ninety (90) days prior to the proposed effective date and shall, upon request, document the basis for its request. Any approved price increase will not apply to items past due on the effective date and Buyer will not approve any retroactive price increases. Seller agrees that any price reduction made in any items covered by this Purchase Order subsequent to the placement of this Order will be applicable to this Order. Buyer may pay all discounts provided for on invoices within the time stated on such invoices, which shall be calculated from the date an acceptable invoice is received or the date that the goods are received, whichever is later. The discount period shall not commence on orders for tooling until items for such tooling are received and approved by the Buyer.

2. 价格。买方开具账单的金额不得高于本订单正面规定的价格。卖方声明，比价卖方在本订单有效内向任何其他客户供应相同或类似货物，在货物数量相同或更少的情况下，根据该订单出售的货物的每笔价格均为最低价格，且价格符合报价、销售或交货时现行有效的相关政府法规。未买方事先书面批准价格上调，擅自上调价格无效。卖方应在拟定生效日期前九十（90）天向买方发出任何拟定涨价的书面通知，并应买方要求说明涨价依据。任何经批准的价格上调不适用于涨价生效日期已到期的货物，且买方不会批准任何追溯性的涨价。卖方同意，如该采购订单生效后，订单所涵盖的任何货物的价格出现下调，则此类降价同样适用于本订单。买方可在发票规定的时间内计算发票上规定的所有折扣，自收到发票之日算起或收到货物之日算起，以较晚者为准。买方接收并批准订单工装前，不得开始对此类工装订单计算折扣期。

3. DELIVERY. Time and rate of deliveries are of the essence of this Order. Buyer reserves the right to cancel this Order without charge and/or reject the goods because of default by Seller in time or rate of delivery. Buyer at its option may approve revisions to this contract, but only when agreed to in writing by the Buyer. Seller shall not make material commitments or production arrangements in excess of the amount or in advance of the time necessary to meet delivery schedule. Goods arriving to Buyer past due or in advance of Buyer's material delivery schedule may be rejected or returned to Seller at Seller's expense, including any administrative costs plus any costs associated with charge-backs from the Buyer's customers. The Buyer may also chargeback to the Seller, lost production time and profit resulting from lack of Seller's timely delivery or performance. Seller shall not reserve a security interest in goods shipped to Buyer. The seller must provide "Certificate of Origin" of the purchased item before first delivery. Title to and the risk of any loss of or damage to the items subject to this Order shall pass from Seller to Buyer F.O.B. Buyer's plant. Passing of title upon such delivery shall not constitute acceptance of the Products by Buyer or relieve Seller of any of its obligations hereunder.

3.交货。交货时间和交货速度是本订单的核心内容。如果卖方违约，买方有权取消本订单且不支付任何费用，和/或拒收货物。买方可自行决定批准对本合同的修订，但前提须必须出具书面同意方为有效批准。卖方不得违背交货计划作出超量生产或提前交货的生产安排或重大承诺。逾期或提前送达买方的货物可能被拒收或退还至卖方，相关费用由卖方承担，包括任何行政管理费用以及与买方客户退款相关的任何费用。如因卖方未及时交货或履约而造成买方时间和利润的损失，买方亦可向卖方退单拒付。卖方不得对运送至买方的货物保留担保权益。卖方必须在首次交货前提供所购货物的"原产地证书"。在买方工厂完成目的地交货后，本订单项下货物的所有权和任何损失或损害风险应即刻从卖方转移至买方。交货时货物所有权的转移不应构成买方对产品的验收，亦不得视为解除卖方在本协议项下的任何义务。

4.拒收。所有货物均可由买方在生产地或目的地或两地进行检验和测试。如果发现有任何货物存在缺陷或在任何方面不符合本订单的要求（包括不符合任何适用的图纸或规格），买方除了在保证或其它条款项下可能拥有的任何其它权利外，还应有权拒收和退回该等有缺陷货物，相关费用由卖方承担，并有权就任何该等拒收货物产生的任何管理费用、生产时间损失成本和其它相关费用获得全额补偿，或在买方提出书面要求后，由卖方重新向买方运送新的货物替换该等拒收货物，买方无需为换货支付额外费用，但卖方应负责承担买方的所有由此产生的管理费用（拒收货物价值的25%），和/或因该等首批退货造成的利润损失。

5.买方财产。除非另有书面约定，否则买方提供给卖方的布局、模型、所有工具、计量器、设计、草图、图纸、蓝图、图案、模具、规格、工程数据或其它技术或专有信息、专用器具、其它各种设备或材料，或上述文件或器具配套或附带的任何材料，均应属于买方财产（"买方财产"）。该等财产（以及在可行的情况下，该等财产的每件单独物品）应由卖方清楚标记或以其它方式充分标识为"Electrical Components International, Inc.财产"，应与卖方财产分开安全存放，并须接受买方检查。卖方不得将任何财产替换为买方财产，且不得为填写买方订单以外之目的使用该等财产。由卖方保管或管理的买方财产应保持完好，相关费用和风险均由卖方承担，并且卖方应自费为其保管的买方财产投保，投保金额等于因此类财产损失而应向给买方支付的重置费用。应买方书面要求，可从卖方处移除买方财产，在此种情况下，卖方应提前准备好买方财产以便装运，并应以卖方最初接收财产时的相同状况将其原样交还买方，合理磨损和损耗除外。买方订单价格中已包含全部或大部分成本的任何专用工装，应在订单完成后成为买方财产。卖方应将上述专用工艺装备返还买方或按照买方的指示或批准对其进行其它处置。

6. PATENT RIGHTS. All discoveries, inventions, and designs, whether or not patentable or subject to copyright, conceived or reduced to practice by Seller or its employees in connection with the supply pursuant to this Order, of any item as to which Buyer furnishes the specifications, shall be promptly disclosed to Buyer and shall become the property of Buyer. Seller and its employees shall, upon request, execute all papers necessary to assign such discoveries, inventions, and designs to Buyer and to cause at Buyer's expense patent applications to be filed thereon in favor of Buyer. The decision as to whether to file patent applications and to prosecute same shall be made solely by Buyer.

6.专利权。由卖方或其员工构思或实践的，与根据本订单供应的任何货物（由买方提供规格）有关的所有发现、发明和设计（无论是否可申请专利或受版权保护），均应立即披露给买方，并成为买方的财产。应买方要求，卖方及其员工应签署所有必要的文件，声明将该等发现、发明和设计转让给买方，并督促买方以买方为受益人提出专利申请，费用由买方承担。买方可自行决定是否提交专利申请或提起专利诉讼。

7.变更。买方有权通过向卖方发出通知变更订单。如果此类变更导致本订单项下的到期金额或本订单履约期增加或减少，可进行公平调整，并对本订单作出相应修正。如果买方减少或取消某份单独订购单或材料交货明细表上的任何订购数量，卖方应负责将影响/成本降至最低，包括将材料转用作其它用途。卖方必须在要求变更之日起的五（5）天内以书面形式提出任何调整要求。本款中的任何内容均不得免除针对卖方任何延迟履约的诉讼，即使本订单经变更后不再延迟履行。未经买方事先书面同意，卖方不得更改本订单项下货物的规格、物理成分或制造过程。

8.转让和分包。未经买方书面同意，就本订单进行的转让对买方不具约束力。未经买方事先书面同意，卖方不得以填妥或大致填妥的表单采购或承包本订单所涵盖的任何货物。

9.赔偿。卖方应为买方、其继承人、受让人、客户以及其产品的用户辩护并作出赔偿，使其免于承担因销售或使用本订单项下提供的任何货物而遭受任何及所有索赔和诉讼，从而导致的所有损失和损害，包括合理的律师费，但由买方提供完整规格的货物的专利侵权责任除外，卖方无需承担。卖方应根据要求投保产品责任险，并在买方可接受的范围内指定买方为附加受保人。

10. WARRANTIES. By accepting this offer, Seller warrants that all items delivered under this Order will be merchantable and free from defects in material and workmanship (including damage due to unsatisfactory packaging by Seller), that all items delivered will be strictly in accordance with Buyer's terms, specifications, drawings, and approved sample, if any, and to extent such items are not manufactured pursuant to detailed designs furnished by Buyer, that all items will be free from defects in design and suitable for the intended purposes.

10.保证。通过接受本要约，卖方保证根据本订单交付的所有货物均可正常出售且无材料和工艺缺陷（包括因卖方包装不合格而造成的损坏），交付的所有货物均严格符合买方的条款、规格、图纸和认可样品（如有），并保证如有货物并非根据买方提供的详细设计图制造，所有此类货物均无设计缺陷并适合预期用途。

11.赔偿和保证的有效性。卖方在上述第9款和第10款项下的义务不应被视为排他性义务，应在货物验收、付款和/或订单终止后仍继续有效，与任何服务质保和担保（如有）一同适用，并应继续向买方、其继承人、受让人、客户和其产品的用户履行此类质保服务和赔偿义务。

12. DEFAULTS - BANKRUPTCY - CANCELLATION. Buyer may cancel this Order in whole or in part: (a) if the Seller shall become insolvent or make a general assignment for the benefit of creditors, or a receiver or liquidator for Seller is appointed or applied for, or if Seller admits in writing its inability to pay its debts as they become due, or (b) if any proceeding under any applicable Federal or State bankruptcy or insolvency law is brought by or against Seller, or (c) if, at any time Seller shall default in performance or shall so fail to make progress in the work as to endanger performance hereunder in the sole discretion of Buyer, or (d) if Buyer's customers cancel, (or in any other way render obsolete) requirements for goods specified in this Order. After receipt of notice for any such termination, Buyer, at its option, may require the Seller to transfer title and deliver to Buyer any satisfactorily completed work and such work in process and all associated raw materials as the Seller has specifically produced or specifically acquired for the performance of such part of the Order as has been canceled. Upon any such termination pursuant to this clause, if the cost of completion of the Order is in excess of the contract price, then Seller shall be liable for such excess. However, except with respect to default of subcontractors, the Seller shall not be liable for any excess costs if the failure to perform arises out of causes beyond the control and without the fault or negligence of the Seller. If the failure to perform is caused by the default of the subcontractor, and if such default arises out of causes beyond the control of both the Seller and its subcontractors, and without the fault or negligence of either of them, the Seller shall not be liable for any costs for failure to perform, unless the goods or services to be furnished by the subcontractor were obtainable from other sources in sufficient time to comply with the Order. Buyer shall not be liable for any delay or failure to perform its obligations if delay or failure arises from causes beyond the control of Buyer. The term "causes beyond the control" as used herein may include but is not restricted to acts of God or of the public enemy, acts of the government in it sovereign capacity, fires, floods, epidemics, pandemics, quarantine restrictions, strikes, freight embargoes or unusually severe weather; but in every case the failure to perform must be beyond the control and without the fault or negligence of the Seller and its subcontractor or of the Buyer, as the case may be. The rights and remedies of Buyer provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law or under the Order.

12.违约-破产-取消。发生下列情形之一的，买方可全部或部分取消本订单：（a）如果卖方资不抵债或为债权人的利益进行一般转让，或卖方指定接管人或清算人，或如果卖方书面承认其无力偿还到期债务；或（b）如果卖方根据联邦或州任何有关破产或资不抵债的法律提起任何诉讼或针对卖方提起此类破产或资不抵债诉讼；或（c）如果卖方在任何时候不履行义务或未能在工作中取得进展，经买方酌情决定认为此情况已危及本订单项下的履约；或（d）如果买方的客户取消对本订单标的货物的要求（或以任何其它方式使其淘汰）。在收到任何此类终止通知后，买方可自行决定要求卖方转让所有权，并向买方交付任何圆满完工的成品、在制品以及卖方为履行现已取消的订单部分而专门生产或专门采购的所有相关原材料。根据本条款终止后，如果订单的完成成本超过合同价格，则卖方应承担超出部分的费用。但是，除分包商的违约外，因卖方不可控原因导致的非卖方过失或疏忽的违约行为，卖方不承担任何额外费用。如果因分包商的违约行为导致无法履约，且此等违约因卖方及其分包商不可控原因导致，非因卖方及其分包商过失或疏忽导致，卖方不承担任何违约费用，但分包商有足够的时间从其它来源获得其供应货物或服务从而履行订单义务的情况除外。如果因买方不可控原因导致延迟或未能履行其义务，买方不承担任何责任。在本条款中，"不可控原因"可能包括但不限于：天灾或公害、政府在主权行为、火灾、洪水、流行病、疫情、检疫管制、罢工、货物禁运或异常恶劣的天气；在任何情况下，此类无法履约必须满足超出卖方及其分包商或买方（视情况而定）的控制范围且各方无过失或疏忽的前提条件。本条中规定的买方的权利和补救措施不具有排他性，是法律或订单中规定的任何其它权利和补救措施的补充。

13. USE OF DESIGNS, DATA, ETC. Seller agrees that it will keep confidential the features of any equipment, tools, gauges, patterns, designs, drawings, engineering data, completed production parts or other technical o proprietary information furnished by Buyer ("Proprietary Information") and use such items only in the production of items under this Order or other orders from Buyer and not otherwise unless Buyer's written consent is first obtained. Upon completion or termination of this order, or sooner if requested by Buyer, Seller shall return all Proprietary Information to Buyer or make such other disposition thereof as may be directed or approved by Buyer.

13.设计、资料等的使用。卖方同意对买方提供的任何设备、工具、计量器、图案、设计、图纸、工程数据、成品生产零件或其它技术或专有信息（"专有信息"）保密，并仅为生产本订单或买方其它订单项下的货物之目的使用此类专有信息，未经买方事先书面同意，不得将此类专有信息用于其它目的。在本订单完成或终止后，或在买方要求的更早时间，卖方应将所有专有信息归还买方，或根据买方的指示或批准对此类专有信息进行其它处置。

14. VERIFICATION. Buyer has the right at any reasonable time and upon reasonable request to verify any data that the Supplier has submitted under this Agreement.

14.核实。买方有权在任何合理时间根据合理要求核实供应商在本订单项下提交的任何数据。

15. SET-OFF. Buyer shall have the right at all times to set off (deduct from payments) any amount owing from Seller to Buyer.

15.抵销。买方应有权随时抵销（从应付款项中扣除）卖方拖欠买方的任何款项。

16. LABOR LAWS. All goods shall be produced, and services rendered under conditions which meet the applicable requirements of the Labor Law of the People's Republic of China, as amended, and the Labor Contract Law of the People's Republic of China, as amended, and all applicable national, provincial and local laws and regulations governing wages, hours and conditions of labor. Seller shall insert a certificate on all invoices submitted in connection with this Order stating that the goods or services were produced or rendered in compliance with the requirements of the Labor Law of the People's Republic of China, as amended, and the Labor Contract Law of the People's Republic of China. Seller warrants that no child labor or prison or indentured labor has in any manner been used by the Seller. The Seller further agrees to hold the Company harmless for any citations or penalties received by the Company as a result of the Seller's activities.

16.劳工法。生产的所有货物以及提供的所有服务均应符合《中华人民共和国劳动法》（修订本）和《中华人民共和国劳动合同法》（修订本）的有关要求，以及所有适用的国家、省和地方关于工资、工时和劳动条件的法律法规。卖方应在出具的与本订单有关的所有发票上插入一份证明，说明其生产的所有货物以及提供的所有服务均符合《中华人民共和国劳动法》（修订本）和《中华人民共和国劳动合同法》（修订本）的要求。卖方保证，卖方未以任何方式使用童工或服刑人员或契约劳工。卖方进一步同意保护公司免受因卖方的活动而遭受任何引述或处罚。

17. INDUSTRIAL LAWS. The Seller agrees that neither the Seller nor any of the persons furnishing materials or performing work or services, which are required by this Order, are employees of Buyer within the meaning or the application of any national, provincial and/or local ordinances and regulations affecting employment. The Seller hereby agrees at its own expense to comply with such laws and to be responsible for all liabilities or obligations imposed by any one or more of such laws and/or ordinances and regulations with respect to this agreement and to hold Buyer harmless therefrom.

17.行业法。卖方同意，卖方或根据本订单的要求提供材料或执行工作或履行服务的任何人员，均不是任何国家、省和/或地方法令和法规定义或适用范围内的影响雇佣的买方雇员。卖方特此同意遵守行业有关法律，相关费用自行承担，并承担任何一项或多项该等法律和/或法令和法规就本协议所施加的所有责任或义务，保护买方免于承受该等责任或义务。

18. COMPLIANCE WITH OTHER LAWS. Seller will comply with all national, provincial and local laws, rules and regulations that may be applicable to this Order.

18.遵守其它法律。卖方确保遵守可能适用于本订单的所有国家、省和地方的法律、法规和条例。

19. MODIFICATION OF AGREEMENT. This Order contains all the agreements and conditions of these transactions and no agreement or other understanding in any way modifying the terms and conditions hereof will be binding upon the Buyer unless made in writing as a change of the Order and signed by Buyer's Chief Procurement Officer.

19.协议修订。本订单包含有关这些交易的所有协议和条件，除非以书面形式变更订单并由买方首席采购官签字确认，否则关于以任何方式对本订单的条款和条件做出任何修订的协议或其它约定对买方均不具有约束力。

20. CONTINGENCIES. Buyer reserves the right at its option and without liability either to direct suspension of shipments of materials covered by this Order or to cancel this Order, in whole or in part, at any time, without charge to the Buyer, where such suspension or cancellation is caused by Government order or Buyer's customers request or other requirements, embargoes, acts of civil or military authorities, acts of the public enemy, inability to secure transportation facilities, strikes, differences with workmen, accidents at plant of Buyer or Defense Materials System Priority Regulations or other law or order or regulation or other contingencies beyond control of Buyer.

20.或有事项。如果因政府命令或买方客户要求或其他要求、禁运、民事或军事当局行为、公敌行为、运输设施不可安全使用、罢工、工人差异、买方工厂事故或国防材料系统优先条例或其它法律、命令或法规或买方无法控制的其它意外事件而导致本订单被暂停或取消，买方有权自行选择，直接暂停本订单所涵盖材料的发货或随时全部或部分取消本订单，无需就此承担任何责任。

21. NO WAIVER OF CONDITIONS. Failure of Buyer to insist upon strict performance of any of the terms and conditions of this Order shall not constitute a waiver of such terms and conditions or a waiver of any default.

21.不放弃任何条件。买方未能坚持严格履行本订单的任何条款和条件不应构成对该等条款和条件的弃权或对任何违约的豁免。

22. NOTICES. Any notice required or permitted herein shall be in writing and sent to the other party at such party's address as follows or to such other address as such party shall designate by notice and shall be sent by certified mail, return receipt requested, by overnight courier, or by facsimile transmission to the number given by the other party. ECI: Attn: Legal Department, One Towne Square, Suite 1111, Southfield, MI 48076.

22.通知。本协议要求或许可的任何通知应以书面形式按下列地址或另一方通过通知指定的其它地址送达另一方，通知应通过回执挂号信、隔夜快递或通过另一方提供传真号传真送达。ECI：Attn: Legal Department, One Towne Square, Suite 1111, Southfield, MI 48076。

23. UNITED STATES GOVERNMENT CONTRACTS AND SUBCONTRACTS. With respect to purchases under United States Government contracts and subcontracts, the parities hereto hereby incorporate as a part of this Order all of the clauses set forth or referred to in section VII of the Armed Services Procurement Regulations (as the same are in effect at any time during the performance hereof) which are required to be included herein by such regulations. Where necessary to make the context of such required clauses applicable to this Order, the term "Government" and equivalent phrases shall mean the Buyer and the term "contractor" shall mean the Seller, and the term "contract" shall mean this Order. In the event of any conflict between the provisions of any of the clauses of the Armed Services Procurement Regulations hereby incorporated into this agreement and any other terms and conditions of this Order, the provisions of the clauses of the Armed Services Procurement Regulations so incorporated shall govern. NOTE: The Armed Services Procurement Regulations are obtainable from the Superintendent of Documents, U.S. Government Printing Office, P.O. Box 371954, Pittsburgh, Pennsylvania 15250.

23.美国政府合同和分包合同。关于根据根据美国政府合同和分包合同进行的采购，本协议双方特此将《军队采购条例》第七节（在履行本协议期间的任何时间现行有效）中规定或提及的所有条款纳入本订单，作为本订单的组成部分。必要时，使此类要求条款的内容适用于本订单，"政府"和类似短语应指买方，"承包商"应指卖方，"合同"应指本采购订单。如果本协议所引用的《军队采购条例》的任何条款与本订单的任何其它条款和条件相抵触，则应以所引用的《军队采购条例》的条款为准。注：《军队采购条例》可向美国政府印刷局文件主管索取，邮政信箱：371954，宾夕法尼亚州匹兹堡，邮编：15250

24. CONTROL. Any conflict between the terms hereof and the terms of any Order issued by Buyer or any other document issued by Buyer other than an amendment hereto or acknowledgments or other documents issued by Seller, these conditions and terms shall control unless such document is specifically acknowledged by both parties in writing to be an amendment to the terms and conditions hereof.

24.控制。如果本协议条款与买方出具的任何订单的条款或买方出具的任何其它文件相抵触，应以本协议条件和条款为准，不包括本协议修订条款或卖方发出的确认书或其它文件，但双方以书面形式明确确认该文件为本协议条款和条件的修订版的情况除外。

25. CHOICE OF LAW AND FORUM. This Agreement shall be governed by and interpreted in accordance with the laws of the People's Republic of China. Seller consents to the exclusive jurisdiction of the appropriate court in Shanghai, China for any legal or equitable action or proceeding arising out of, or in connection with, each Order. Seller specifically waives any and all objections to venue in such courts.

25.法律和法院的选择。本协议受中华人民共和国法律管辖，并按中华人民共和国法律对其解释。卖方同意因每份订单引起或与之相关的任何法律或衡平法诉讼或法律程序均应提交中国上海的有关法院，该等法院对本协议具专属管辖权。卖方明确放弃对该等法院审判地点提出任何及所有异议。

26. INTERNATIONAL TRADE AND NAFTA: The Supplier agrees to comply with all international trade regulations arising from its contractual obligation and provide ECI, through its appointed customs specialist, all documentation required for country of origin validation of goods, object and subject of this transaction, including (but not limited to): Statement of Origin, NAFTA (North American Free Trade Agreement) Certificate of Origin current and valid, and/or Manufacturer's Affidavit; as applicable, either in case of requirement from ECI or any of its subsidiaries, or when such documentation is required by customs authorities.

26.国际贸易和北美自由贸易协定：供应商同意遵守因其合同义务而产生的所有国际贸易法规，并应ECI或其任何子公司要求或海关当局要求（则视情况而定），通过其指定的海关专员向ECI提供本交易涉及货物、对象和标的的原产国核验所需的所有文件，包括（但不限于）：原产地声明、NAFTA（北美自由贸易协定）现行有效的原产地证书和/或制造商的承诺书。

27. CTPAT AND AUTHORIZED ECONOMIC OPERATOR AEO (NEEC): The Supplier agrees to comply with all international trade regulations arising from its contractual obligation and provide ECI, through its International Trade Compliance specialist, documentation for validation of participation on the CTPAT or AEO programs, Supply Chain Security Assessment Survey or a statement of minimum supply chain security criteria compliance from a company authorized officer, as applicable.

27.CTPAT和授权经济运营商AEO（NEEC）：供应商同意遵守因其合同义务而产生的所有国际贸易法规，并通过其国际贸易合规专家向ECI提供参与CTPAT或AEO项目的核验文件、供应链安全评估调查或公司授权职员的最低供应链安全标准合规声明（如适用）。

28. CONFLICTS OF INTEREST: The Seller, including, but not limited to, its shareholders, directors, officers, employees, agents or other person acting on behalf of the Seller, has, directly or indirectly, given or agreed to give any money, gift or similar benefit (other than legal price concessions to customers in the ordinary course of business) to: (a) any customer, supplier, employee or agent of a customer or supplier, or (b) any official or employee of any governmental entity.

28.利益冲突：卖方（包括但不限于其股东、董事、高级职员、员工、代理人或代表卖方行事的其他人员），已直接或间接给予或同意给予（a）客户或供应商的任何客户、供应商、员工或代理人，或（b）任何政府实体的任何官员或职员任何金钱、礼物或类似利益（在正常业务过程中给予客户的合法价格优惠除外）。

[Rev. 1 – 6/10/22]

PURCHASE TERMS AND CONDITIONS OF ELECTRICAL COMPONENTS INTERNATIONAL SP. Z O.O. AND ITS AFFILIATES

Except as otherwise agreed by the ECI in writing under pain of nullity (Polish: forma pisemna pod rygorem nieważności), these PTC shall apply to all Orders made by the ECI and all Agreements relating to the purchase of goods or services by ECI. These PTC shall apply regardless of the nature of the Agreement, in particular to sell or supply of goods, performance of specific work (Polish: dzieło) and provision of services. These PTC are in force from 12 July 2023.

1. DEFINITIONS.

Capitalized terms in this PTC shall have the following meaning:

1.1. "Acceptance" – means acceptance of the Order, i.e. a statement of acceptance of the offer (Polish: oświadczenie o przyjęciu oferty) within the meaning of Article 66 of the Civil Code;

1.2. "Act on the Suppression of Unfair Competition" – means Polish act on the Suppression of Unfair Competition Act of 13 April 1993 (Journal of Laws of 2022, item 1233 as amended);

1.3. "Affiliate" – means an entity that directly or indirectly controls the Party, is directly or indirectly controlled by the Party or remains together with the Party under the direct or indirect control of the same entity and, in respect to the Party being a natural person, also any of the following of such person: his/her ascendant, descendant, sibling, sibling's ascendant and descendant, spouse and de facto spouse (Polish: osoba pozostająca we wspólnym pożyciu) and spouse's and de facto spouse's ascendant, descendant, sibling and sibling's ascendant and descendant;

1.4. "Agreement" – means agreement between the ECI and the Supplier, entered into as a result of placing the Order by the ECI and its Acceptance by the Supplier, subject of which is sell or supply of the Goods, performance of the Specific Work or provision of the Services by the Supplier to the ECI, of which these PTC are an integral part;

1.5. "Business Day" – means a day which is not a Saturday, a Sunday or a public holiday in Poland or the ECI contracting entity;

1.6. "Civil Code" means Polish Civil Code of 23 April 1964 (Journal of Laws of 2022, item 1360 as amended);

1.7. "Clause" – means Clause of these PTC unless otherwise stated;

1.8. "Copyright Act" means the Act Copyright and Neighbouring Rights of 4 February 1994 (consolidated text: Journal of Laws of 2022, Item 2509, as amended);

1.9. "Copyrighted Works" means any works (Polish: utwór) as understood under the Copyright Act including in particular computer programs, documentation, drawings, reports, designs and others.

1.10. "ECI" – means Electrical Components International sp. z o.o., with its registered office in Bielsko-Biała, Poland (address ul. Międzyrzecka 222, 43-382, Bielsko-Biała, Poland) entered into register of entrepreneurs of the National Court Register, maintained by District Court in Bielsko-Biała, VIII Commercial Register of the National Court Register, under no. 0000136732, tax identification number (NIP) 6342471473, BDO number 000021189 share capital PLN 2,132,750.00 or its Affiliate;

1.11. "ECI's Property" – has the meaning given in the Clause 8;

1.12. "Goods" – means goods, of whatever kind, specified in the Agreement, including also the Specific Work of tangible nature;

1.13. "Indemnified Party" – has the meaning given in the Clause 13.1;

1.14. "Indemnify" – means the obligation to release (Polish: zwolnić) the ECI or other Indemnified Party, to the largest extent permissible under the applicable law, from any obligation or liability (including any loss, damage, cost, claim, debt, penalty, interest or otherwise) and if such release is not possible or insufficient to fully redress the damage sustained by, or threatened to, the indemnified person, it should be understood as an obligation to refund to the indemnified person in full (on a PLN-per-PLN basis) the amount equivalent to all the relevant damages, costs (including the costs associated with court or administrative proceedings), professional advisors' fees, charges, fines, interest, taxes and other payments incurred by such indemnified person.

1.15. "Indemnity Event" – means infringement in any way the rights of third parties, including any patent, trademark, copyright or other property right arising from or connected with entering into or performance of the Agreement as well as arising from any use or further sale of the Goods, the Specific Work or the Services;

1.16. "Insolvency Law" – means Polish Insolvency Law of 28 February 2003 (Journal of Laws of 2022, item 1520 as amended);

1.17. "Party" – means party to the Agreement, i.e. the ECI or the Supplier;

1.18. "Price" – means the remuneration payable to the Supplier by the ECI for - depending on the type of the Agreement – the Goods sold or supplied, the Services provided or the Specific Work performed;

1.19. "PTC" – means these Purchase Order Terms and Conditions;

1.20. "Order" – an offer within the meaning of Article 66 § 1 of the Civil Code to purchase the Goods or order the Services or the Specific Work, made by the ECI to the Supplier;

1.21. "Services" – means services, of whatever kind, specified in the Agreement;

1.22. "Specific Work" – a result of work performed by the Supplier for the ECI on the basis of the specific work agreement (Polish: umowa o dzieło), of tangible or intangible nature, including results in particular consisting in manufacture of specified objects or creation of intangible works (inter alia know how or copyrighted works);

1.23. "Subject of the Agreement" – means subject matter of the Agreement, i.e. depending on the type of the Agreement, the Goods, the Services and/or the Specific Work;

1.24. "Supplier" – means any entity or person that enter into Agreement with the ECI and undertake to provide the Goods, render the Services or perform the Specific Work for the ECI;

1.25. "VAT Act" – means Polish Act of 11 March 2004. on tax on goods and services (Journal of Laws of 2022, item 931 as amended);

2. GENERAL OBLIGATIONS OF THE SUPPLIER

2.1. The Supplier is obliged to execute the Agreement: (a) in accordance with terms of the Agreement, in particular as regards deadlines, quality, specifications and quantities, (b) with the utmost professional care (Polish: najwyższa staranność), (c) in accordance with current legislation and the state of the art, in particular using appropriate materials, components or tools with necessary certificates, (d) using qualified personnel.

2.2. In the absence of a specific specification, all Products should be of good quality taking into account comparable products on the market. Article 357 of the Civil Code is excluded and shall not apply.

3. OFFER; ACCEPTANCE; EXCLUSIVE TERMS.

3.1. Each Order constitutes an offer, within the meaning of the Article 66 of the Civil Code, to enter into the Agreement, made by the ECI to the Supplier. The Order together with the PTC are the exclusive documents defining the content of the Agreement. Article 66¹ § 1 – 3 of the Civil Code is excluded and shall not apply.

3.2. The ECI has right to place the Orders but has no obligation to do so. The ECI may send requests for quotations or otherwise obtain information from the Suppliers. For the avoidance of doubt, making requests for quotations and working contacts with the Suppliers does not constitute placing the Orders, which may only be done in accordance with the rules set out in these PTC.

3.3. The entering into of the Agreement is initiated by the ECI by submitting the Order to the Supplier, containing all essential contractual provisions (Polish: istotne postanowienia umowne). The ECI may place orders at any time (7 days a week 24 hours a day). The Order and the Acceptance shall be drawn up at least in the documentary form under pain of nullity (Polish: forma dokumentowa), e.g. by e-mail, unless otherwise stated in these PTC. In particular, any verbal arrangements shall not be binding.

3.4. The Agreement is entered into upon submission of the Acceptance by the Supplier to the ECI, subject to the Clauses 3.6(a) and 3.6(b) below. These PTC are integral part of the Order regardless of whether there is a direct reference to these PTC in a given Order or not. However, the ECI will make these PTC available to the Supplier at the time of placing the Order at latest. By submitting Acceptance the Supplier accepts these PTC.

3.5. The Supplier shall ensure that, in all material matters relating to the entering into of the Agreement, the ECI is contacted by a person who is authorized to represent the Supplier.

3.6. The Supplier has five (5) Business Days to submit the Acceptance. If the Supplier fails to do so within this deadline: (a) the Agreement is entered into despite lack of the Acceptance if the Supplier has commenced performance of the Agreement prior to the lapse of above deadline (upon commencement); (b) in the case of the Suppliers with whom the ECI has an established business relationship, the Agreement is entered into despite lack of the Acceptance, even if the Supplier has not commenced performance of the Agreement (upon lapse of the above deadline); (c) in other cases, the Order expires and the Agreement is not entered into.

3.7. The procedure for contracting by the ECI described in these PTC is exclusive. In particular, the Order does not constitute an acceptance by the ECI of any offer or proposal from the Supplier, whether in Supplier's quotation, acknowledgement, invoice or otherwise. If any Supplier's quotation or proposal is held to be an offer, that offer is expressly rejected upon submission of the Order.

3.8. The Order may only be accepted by the Supplier without any reservations regarding changes or additions in accordance with Article 68¹ § 2 of the Civil Code. Article 68¹ § 1 of the Civil Code is excluded and shall not apply.

3.9. No purported acceptance of any terms and conditions which modify, supersede, supplement or otherwise alter these PTC shall be binding upon the ECI and such terms and conditions shall be deemed rejected and replaced by these PTC unless Supplier's proffered terms or conditions are accepted in a physically signed writing under pain of nullity by the ECI's Chief Procurement Officer or other the ECI's authorized representative, notwithstanding the ECI's acceptance of or payment for any shipment of goods or similar act of ECI's. In the event of a conflict between the Order or these PTC and any terms or document provided by the Supplier, the Order and these PTC shall prevail.

3.10. Article 385⁴ of the Civil Code does not apply in any case. If the content of the Agreement should, for any reason deviate from that agreed in accordance with the Order these PTC, the Agreement shall not be to be considered to have been entered into without the need of any objection from the ECI required under Article 385⁴ § 2 of the Civil Code.

3.11. The place of entering into the Agreement is always the address of ECI's registered seat, i.e. ul. Międzyrzecka 222, 43-382, Bielsko-Biała, Poland, unless otherwise stipulated in the Order.

3.12. In case of any discrepancies between the Order and these PTC, the Order shall prevail.

4. PRICE AND PAYMENT TERMS.

4.1. For the due performance of all obligation arising from the Agreement (including those rising from the PTC), the Supplier shall be entitled to the Price from the ECI.

4.2. Price to be paid by the ECI under the Agreement is always specified directly in the Order. ECI is not obliged to make any payments to the Supplier other than directly specified in the Order.

4.3. The Price indicated in the Order is always a lump sum (Polish: wynagrodzenie ryczałtowe), and not subject to change. The Price includes any costs (including cost of packing, delivery, purchasing material, and external services), taxes, customs, insurance etc. as well as costs of Supplier's subcontractors or employees. In the event that the Agreement includes the transfer of copyrights or the granting of a license to the ECI, the Price also includes the full amount thereof. Where the Agreement also includes the performance of services related to the goods sold, the Price also include those services.

4.4. The payment of the Price is contingent upon the delivery by the Supplier of a correctly issued VAT invoice that meets the requirements of applicable law.

4.5. The invoice is always a fiscal document and does not specify the commercial terms of the Agreement. In the event of a contradiction between the invoice and the Agreement with regard to payment terms, the Agreement shall prevail.

4.6. In the event that the Supplier is a taxpayer within the meaning of Article 15.1 of the VAT Act, payments to such Supplier may only be made to the Supplier's bank account included in the register referred to in Article 96b.1 of the VAT Act. The Supplier is obliged to indicate such bank account in the VAT invoice.

4.7. ECI reserves the right to settle the price under the split payment mechanism provided for in the VAT Act. The Supplier is obliged to ensure that his bank account indicated on the VAT invoice is an account enabling payment under the split payment mechanism.

4.8. In the event that the Supplier fails to meet requirements indicated in the Clauses 4.6 and 4.7, the ECI may withhold any payment under the Agreement, until Supplier meet above requirements, in particular until the Supplier provides a correctly issued VAT invoice indicating a bank account meeting the requirements of this the Clauses 4.6 and 4.7.

4.9. In the event that any withholding tax is due from the Supplier in connection with the Agreement, ECI is entitled to deduct such tax from the Price.

4.10. Supplier shall send VAT invoices to the e-mail address indicated in the Agreement, unless the ECI expressly orders that Invoice shall be sent by other means. ECI agrees to receive invoices in electronic form (PDF format).

4.11. The Price will be paid by the ECI by transfer to the Supplier's bank account indicated on the VAT invoice, within thirty (30) days of the cumulative fulfilment of the following requirements by the Supplier: (a) due and proper delivery of the Subject of the Agreement by the Supplier to the ECI, as well ass due and proper performance of any other obligations arising from the Agreement, (b) in case of Specific Work – acceptance of the Specific Work by the ECI, in accordance with Article 643 of the Civil Code and Clause 6; (c) delivery by the Supplier to the ECI of an VAT invoice correctly issued in accordance with the applicable law and these PTC.

For the avoidance of doubt, in the event that the above requirements are not duly fulfilled, the aforementioned payment term shall not commence and will commence only after their fulfilment.

The Agreement may specify a different payment term. In such a case, such a term will be binding, however, it will always commence from the cumulative fulfilment of the above requirements.

4.12. The Supplier may receive an advance payment only if this is expressly stated in the Order and only up to the amount stated therein, unless the ECI decides otherwise in writing under pain of nullity. ECI may condition the granting of an advance payment upon the Supplier providing at its expense an advance payment bank guarantee, issued in Polish or English in accordance with Polish law, by Polish Bank accepted by the ECI, unconditional, irrevocable, payable on first demand, valid until the date of payment of the entire Price. All advance payments under Agreement shall be interpreted as advance payment (Polish: zaliczka) and not earnest payment (Polish: zadatek).

4.13. Payment of the Price always occurs upon debiting the ECI's bank account.

4.14. Any price reduction made in any items covered by the Order subsequent to the placement of the Order will be applicable to the Order.

4.15. Unless otherwise specified in the Order, if the Price is specified in a currency other than PLN, the ECI may make the payment at its choice in the currency indicated in the Order or in PLN. In the case of payment in PLN, the Price shall be converted into PLN according to the average exchange rate of the currency in question to PLN as published by the President of the National Bank of Poland on the day the VAT invoice is issued. In case the rate is not published on that day, the last published rate shall apply.

4.16. The ECI has the status of large entrepreneur pursuant to the provisions of the Act on counteracting excessive payment delays in commercial transactions.

5. DELIVERY.

5.1. This Clause 5 shall apply to all Subjects of the Agreement which are subject to delivery.

5.2. Place of delivery in the meaning of the Article 454 of the Civil Code is address of registered seat of the ECI (i.e. ul. Międzyrzecka 222, 43-382, Bielsko-Biała, Poland) unless otherwise specified in the Order.

5.3. The Supplier shall deliver the Subject of the Agreement to the ECI in accordance with the terms indicated in the Order, in particular as regards the specification, quantity, quality, Delivery Date and place of delivery.

5.4. To each delivery, the Supplier shall attach: (a) shipping documents allowing precise identification of the Order number, quantity and type of Subject of the Agreement, as well as (b) all other documents required for the correct acceptance and use of the Subject of the Agreement or required by the applicable law.

5.5. The Supplier is obliged to deliver the Subject of the Agreement in packaging appropriate to type of the Subject of the Agreement, method of transport and storage so as to deliver it undamaged. The packaging shall be labelled in accordance with the applicable law as well as contain any instructions regarding special storage conditions. Packaging is not returnable unless otherwise stated in the Order.

5.6. Subject to Clause 5.13, the date of delivery is the date on which all Subjects of the Agreement covered by the Order and meeting the all requirements stipulated in the Agreement, are delivered to the ECI at the place of delivery ("Delivery Date").

5.7. The Supplier may only perform partial deliveries if the Order so stipulates or if the ECI agrees to this in writing on pain of nullity. In the case of partial deliveries, the Delivery Date shall be the date of delivery of the last batch.

5.8. The Supplier is obliged to notify ECI of any situation that may affect the timely delivery. The aforementioned notice will not, however, relieve the Supplier of the obligations set out in the Agreement. The change of the delivery date indicated in the Order must be agreed by the ECI in writing under pain of nullity.

5.9. All deliveries shall be made during the working hours of the ECI, i.e. between 9am and 5pm, unless ECI specifies other times in the Order.

5.10. In the case of products imported from outside the European Union, the Supplier is responsible for marketing authorization (Polish: dopuszczenie do obrotu) in the territory of the European Union in accordance with the legislation in force in the EU.

5.11. Title to and the risk of any loss of or damage to the Goods shall pass from the Supplier to the ECI upon delivery of the Goods meeting the requirements set out in the Agreement, notwithstanding the performance by ECI of any of its contractual obligations. Passing of title upon such delivery shall not constitute acceptance of the Goods by the ECI or relieve the Supplier of any of its obligations hereunder. Without prejudice to the foregoing, all deliveries shall be made in accordance with the DAP Incoterms® 2020 principle.

5.12. The Supplier may not withhold the delivery of any of the Goods, unless otherwise stipulated in the Agreement.

5.13. ECI will inspect delivered Subject of the Agreement at delivery and may refuse to accept them from the Supplier (or shipping company acting for the Supplier) in particular if: (a) due to the incompleteness of the documents required by the Agreement or applicable law, it is impossible or considerably difficult to assign the delivery to a specific Agreement, or if (b) the Subject of the Agreement does not correspond in any way to the specifications in the Agreement, or if (c) the Subject of the Agreement or its packaging is visibly damaged, or if (d) the Subject of the Agreement are in any other way not compliant with the Agreement.

In such an event, delivery shall be deemed not to have been completed with all consequences resulting from the Agreement. Lack of ECI's refusal mentioned above shall not deprive the ECI of any right under the Agreement or applicable law, in particular as regards guarantee or statutory warranty (Polish: rękojmia). ECI's refusal shall be at the Supplier's expense and risk.

5.14. If the non-conformity with Agreement concerns part of the Goods covered by the same delivery, the ECI may, at its choice, refuse to accept all of the Goods covered by the same delivery or only the part of the Goods directly affected by the non-conformity with Agreement.

5.15. If the ECI refuse to accept delivered Goods as stipulated in Clause 5.13 the Supplier shall collect at his cost the defective Goods directly from the place of delivery.

5.16. ECI has the right to inspect the Supplier's premises at its own expense in order to check the progress of the Supplier's performance of the Agreement, giving the Supplier five (5) Business Days' notice of the date of such inspection. The Supplier shall allow ECI to carry out the inspection during the Supplier's working hours. All Goods may be subject to inspection and test by Buyer at place of manufacture or at destination or at both.

6. ACCEPTANCE OF THE SPECIFIC WORK.

6.1. Every Specific Work carried out by the Supplier for the ECI is subject to the following acceptance procedure, unless otherwise specified in the Order: (a) acceptance shall take place after the Supplier completes the Specific Work and notifies ECI that it is ready for acceptance; along with notifying ECI the Supplier shall submit to the ECI all technical documentation related to the completion of the Specific Work, including in particular as-built documentation, technical documentation, instructions for use, etc, (b) acceptance of the Specific Work will be carried out by persons designated by ECI who will be inspect the Specific Work to confirm it's conformity with the Agreement within a period not exceeding (30) Business Days from the Supplier's notification mentioned in Clause 6.1.(a); (c) the ECI may require the Supplier to carry out, at its expense, tests and measurements necessary to confirm that the Specific Work has been properly completed, (d) the acceptance shall be confirmed with a relevant acceptance protocol signed by the ECI in writing under pain of nullity; (e) ECI may refuse acceptance if the Specific Work is performed defectively or does not function properly or if the Supplier has failed to fulfil any of the obligations set out in the Agreement; if the ECI refuses acceptance due to the aforementioned circumstances, the Supplier shall rectify the defects or deficiencies identified within a period set by ECI of not less than (7) Business Days, after which acceptance shall be resumed; however, if the defects or deficiencies are not rectified within the aforementioned period the ECI shall be entitled as it choice, to: (i) rescind (Polish: odstąpić) the Agreement within thirty (30) Business Days of the ineffective expiry of the deadline for rectifying the defects or deficiencies, (ii) proportionally reduce the remuneration payable to the Supplier under the Agreement.

7. PROVISION OF THE SERVICES

7.1. Unless otherwise specified in the Agreement, the Services will be performed on ECI's premises located in Bielsko-Biała (ul. Międzyrzecka 222, 43-382, Bielsko-Biała, Poland) and the exact place of performance will be specified by the ECI.

7.2. Unless the Service Agreement does not provide otherwise, it is entered into for an indefinite period. Either party may terminate (Polish: wypowiedzieć) such Agreement by serving one month's notice commencing at the end of the month in which the notice is served.

7.3. The ECI may always terminate the Service Agreement with immediate effect on the basis stipulated in the Clause 21.6.

7.4. ECI may terminate any Service Agreement without notice (whether for a definite or indefinite period) if the Supplier breaches its obligations arising from such Agreement including these PTC.

8. ECI'S PROPERTY.

8.1. Unless otherwise agreed to in writing under pain of nullity, layouts, models, all tools, gauges, designs, sketches, drawings, blueprints, patterns, dies, specifications, engineering data or other technical or proprietary information, special appliances, and other equipment or materials of every description furnished to the Supplier by ECI, or any materials affixed or attached thereto, shall remain the property of the ECI ("ECI's Property"). Such property (and whenever practical, each individual item thereof), shall be plainly marked or otherwise adequately identified by the Supplier as "property of Electrical Components International" and shall be safely stored separate and apart from Supplier's property and shall be subject to examination by ECI. Supplier may not substitute any property for ECI's Property and may not use such except in performing Agreement. ECI's Property, while in Supplier's custody or control, shall be maintained in good condition at Supplier's expense, shall be held at Supplier's risk and shall be kept insured by Supplier at Supplier's expense in an amount equal to the replacement cost with loss payable to the ECI. ECI's Property shall be subject to removal at ECI's request, in which event Supplier shall prepare ECI's Property for shipment and shall deliver the same to ECI in the same condition as originally received by Supplier, reasonable wear and tear excepted. Any special tooling, the full cost, or a substantial portion of the cost of which is included in the Price, shall upon delivery of the Goods become property of ECI. Supplier shall return the same to ECI or make such other disposition thereof as may be directed or approved by ECI.

9. COPYRIGHTED WORKS

9.1. If the Copyrighted Works are delivered to the ECI in connection with the performance of the Agreement, the Supplier shall transfer to the ECI the entire economic copyrights to these Copyrighted Works without any limitation, unless it is expressly stated in the Agreement that only a licence to use the Copyrighted Works is to be granted to the ECI. For the avoidance of doubt, it is confirmed that if the Agreement does not expressly state that a licence is granted to the ECI, including if the Agreement does not contain any provisions on copyright, and the performance of such Agreement involves the delivery of the Copyrighted Works to the ECI, then entire economic copyrights in the Works shall be transferred to the ECI under the Agreement.

9.2. The transfer to ECI of the entire economic copyrights in the Works shall take place in accordance with the following rules: (a) if the Copyrighted Works consist in computer programs the transfer of economic copyrights shall occur in all fields of use (Polish: pola eksploatacji) referred to in the Article 74.4 of the Copyright Act, i.e. in the fields of use including: (i) permanent or temporary multiplication of the computer program in whole or in part by any means and in any form, (ii) translation, adaptation, modifications of form or any other modifications to the computer program, (iii) making the computer program or copies thereof available to others, in particular by lending for a fee or free of charge, (b) if the Copyrighted Works are not computer programs the transfer of economic copyrights shall occur in all fields of use referred to in Article 50 of the Copyright Act, i.e.: (i) as regards fixation and multiplication: creating copies of the work by any means, in particular by print, reprography or in magnetic or digital form, (ii) as regards marketing of the original work or copies thereof: putting into market, lending or leasing the original work or copies thereof, (iii) as regards making the work available to others in other ways than described above: public performance, display, projection, reenactment, broadcasting or rebroadcasting, as well as making the work publicly available in such a way that anyone can have access to it in the place and time of his/her choosing, (c) in the case of Copyrighted Works being computer programs the Supplier shall provide the ECI with the source code, which should enable its interpretation by the ECI as well as modification and development of the computer program by the ECI or third parties instructed thereby; together with the source code the Supplier shall provide to the ECI a complete set of programming tools, libraries and other elements required to translate the software code into executable form; furthermore, the Supplier shall at the ECI's request provide additional information necessary in this respect; (d) the transfer of all economic copyrights to Copyrighted Works on ECI occurs without any restrictions, including territorial or time restrictions, upon the establishment of each Copyrighted Work, (e) Along with the transfer of all economic copyrights to the Copyrighted Works on the ECI and within the same fields of use as specified above, ECI acquires: (i) the exclusive derivative copyrights to the Copyrighted Works and the right to authorize third parties to use and dispose of derivative works of the Copyrighted Works, (ii) the ownership right to carriers on which the Copyrighted Works are recorded; (f) To the extent the Supplier is the author of Copyrighted Works, the Supplier is obliged not to exercise his moral copyrights to the Copyrighted Works and further irrevocably and exclusively authorizes ECI (and it's legal successors as well as future owners of copyrights to the Copyrighted Works) to exercise any and all his moral copyrights to the Copyrighted Works, in particular within the following scope: (i) to sign the Copyrighted Works with the name and surname of its author / author authors or to make them available anonymously; (ii) introducing any modifications to the Copyrighted Works in the scope of its content and form, including with respect to the integrity of the works; (iii) exercise the right to communicate the Copyrighted Works to the public for the first time; (iv) exercise the right to monitor the use of the Copyrighted Works. To the extent the Supplier is not the author of the Copyrighted Works, the Supplier is obliged to obtain the statement of the authors of the Copyrighted Works in which they obliged themselves not to exercise their moral copyrights to the Copyrighted Works and further irrevocably and exclusively authorize the ECI (and it's legal successors as well as future owners of copyrights to the Copyrighted Works) to exercise any and all their moral copyrights to the Copyrighted Works to the same extent as described above. (g) the transfer to the ECI of all of the rights indicated in this Clause 9.2, including in particular the whole copyrights to the Copyrighted Works on all fields of use specified above shall occur in consideration for the Price specified in a given Agreement; the Supplier shall not claim any additional remuneration from the ECI in this respect.

9.3. If the Agreement expressly provides that only a license to use the Copyrighted Works is to be granted to the ECI and the Parties have not specified the license terms in the said Agreement, then the following license terms apply: (a) the license is of non-exclusive character, (b) the license is granted on the fields of use referred to in section 9.2(a) above (if the Copyrighted Works are computer programs) or in section 9.2(b) above (if the Copyrighted Works are not computer programs), (c) the license is granted as at the time the Copyrighted Works are taken over by the ECI and the license is granted without territorial or any other restrictions, (d) the license is granted for indefinite period, (e) the license cannot be terminated; the possibility of terminating the license based on the Article 68.1 of Copyright Act is excluded; the intention is to make the license resemble — to the furthest extent possible — a one-off sale of rights, (f) if the provisions on the exclusion of the possibility to terminate the license turn out to be invalid or ineffective and the Supplier would be entitled to terminate the license, then termination shall require a termination period of 10 (in words: ten) years as at the end of a calendar year, subject to letter Clause 9.2(g) below; The Supplier may not exercise his termination rights described in this Clause 9.3(f) within first five years of the license term; (g) if the ECO violates license terms and does not stop such violations despite a demand issued by the Supplier in writing (under the pain of nullity) to cease violations in a set deadline, not shorter however than 30 days, the Supplier shall be entitled to terminate the license with a termination period of 1 year, effective as at the end of the calendar year; the said demand shall contain a clear indication of the alleged violations and a clear information that in case the ECI does not react appropriately, the Supplier shall be entitled to terminate the license (if the demand does not meet the abovementioned criteria, the Suppler shall not be entitled to terminate the license); (h) the ECI may sublicense the use of the Copyrighted Works, without restrictions, (i) the granting of the license to the ECI in the abovementioned scope shall occur in consideration for Price; the Supplier hereby may not claim any additional remuneration from the ECI in this respect.

9.4. If in the course of performance of the Agreement any data base (as defined in the provisions of the Polish act of 27 July 2001 on the protection of data bases) is created, the ECI shall be deemed the producer of such data base and all economic rights to such data base, including the right referred to in the Article 6.1 of the abovementioned act shall be vested in the ECI. However, if in reality — notwithstanding the Agreement — the right to the data base referred to in article 6.1 of the act would belong in whole or in part to the Supplier, then the Supplier shall — in consideration for the Price — transfer this right to the ECI, free from any legal defects, restrictions or third party claims. In the abovementioned situation the transfer of the right to the data base shall occur as at the time of handing over the data base to the ECI.

9.5. All discoveries, patents, know-how, utility models, inventions, topography of integrated circuits and designs, created, registered or otherwise obtained by Supplier, its employees or contractors during or in connection with the performance of the Agreement, of any item as to which the ECI furnishes the specifications, shall be promptly disclosed to the ECI, and shall become the sole property of the ECI. The Supplier, its employees and subcontractors shall, upon request, execute all papers necessary to assign such rights to the ECI and to cause at ECI's expense applications (e.g. for patent protection) to be filed thereon in favor of the ECI. The decision as to whether to file applications and to prosecute same shall be made solely by the ECI.

9.6. The transfer of rights specified in Clause 9.5 on ECI is covered by the Price and the Supplier, its employees and subcontractors shall have no claims against ECI for any additional compensation therefor.

9.7. The Supplier shall ensure that he has the full right to dispose (or grant license) of the Copyrighted Works, data bases as well as contents and information referred to in the Clauses 9.1 - 9.6 above and that no third parties' rights will be violated as a result of the performance of the Supplier's obligations thereunder.

9.8. In case of breach of Clause 9.7 Supplier shall Indemnify the ECI or other Indemnified Party against any claims in this respect (including any loss, damage, cost, claim, debt, penalty, interest or otherwise), including all the relevant damages, costs (including the costs associated with court or administrative proceedings), professional advisors' fees, charges, fines, interest, taxes and other payments incurred by such Indemnified Party.

9.9. In connection with performance of the Agreement, the ECI may make available to the Supplier various types of contents, including in particular Copyrighted Works, patents, industrial designs, utility patterns, trademarks or databases that are owned by the ECI and are subject to protection under intellectual or industrial property rights. The above is a right and not an obligation of the ECI, unless a given Agreement explicitly states otherwise. In order to avoid doubts, the Supplier shall not be entitled to justify nonperformance or improper performance of the Agreement by the fact that the abovementioned contents were not made available to it, except for cases where the Agreement clearly states that the ECI was obliged to make such contents available to the Supplier.

9.10. To avoid doubts, if any contents referred to in the Clause 9.9 above are made available to the Supplier as part of their mutual cooperation, neither any rights to such contents are transferred to the Supplier nor any license to use the contents is granted to the Supplier, unless the provisions of the relevant Agreement provide otherwise. Any contents of that type shall remain the exclusive property of the ECI.

10. CHANGES.

ECI's shall have the right to make changes in the Agreement by giving notice to the Supplier. If such changes cause an increase or decrease in the amount due under the Agreement or in the time required for its performance, an equitable adjustment may be made, and the Agreement shall be modified accordingly. If any quantity ordered in the Agreement or is decreased or cancelled by the Supplier, it shall be Supplier's responsibility to minimize the effects/costs, including diverting material for other uses. Any claim for adjustment must be asserted by the Supplier in writing within five (5) Business Days from the date the change is ordered. Nothing contained in this Clause shall relieve the Supplier from proceeding without delay in the performance of the Agreement as changed. Supplier may not make changes in specifications, physical composition of, or processes used to manufacture goods hereunder without ECI's prior written consent under pain of nullity.

11. ASSIGNMENT. SET-OFF

11.1. The Supplier may not assign or encumber any rights under the Agreement, whether in whole or in part, to any third party, without the prior consent of the ECI granted in writing under pain of nullity.

11.2. The ECI may, without the consent of the Supplier, assign any rights under this Agreement in whole or in part, to the Affiliate or other third party.

11.3. Without consent of the ECI, granted in writing under pain of nullity, the Supplier may not set-off (Polish: potrącić) any receivables (Polish: wierzytelności) arising from or in connection with the Agreement owed against the ECI, with any receivables owed by ECI against the Supplier.

11.4. ECI may always set-off any receivables owed against the Supplier, without the need for consent from the Supplier.

12. SUPPLIER'S PERSONEL. SUBCONTRACTING.

12.1. Without consent of the ECI, granted in writing under pain of nullit, The Supplier may not use subcontractors in the performance of the Agreement.

12.2. All members of the Supplier's staff and Supplier's subcontractors and their personnel who are on ECI's premises must comply with the internal rules and procedures in force there and with ECI's instructions. The Supplier is obliged to ensure the above.

13. INDEMNIFICATIONS.

13.1. Supplier guarantees (Polish: gwarantuje) that the entering into and performance of the Agreement as well as any use or further sale of the Goods, Specific Work or Services by ECI, its Affiliates, successors, assigns, customers, and the users of its products ("Indemnified Party"), does not constitute the Indemnity Event.

13.2. The Supplier shall Indemnify the Indemnified Party against any obligation or liability arising from the Indemnity Event (including any loss, damage, cost, claim, debt, penalty, interest or otherwise), including all the relevant damages, costs (including the costs associated with court or administrative proceedings), professional advisors' fees, charges, fines, interest, taxes and other payments incurred by such Indemnified Party.

13.3. Supplier shall upon request, provide product liability insurance, naming Buyer as an additional insured, in limits acceptable to Buyer.

14. GUARANTEE.

14.1. The Supplier grants ECI the guarantee on the Goods for a period of thirty-six (36) months commencing from the Delivery Date. In case of Specific Work guarantee period commence from acceptance date in accordance with Clause 6.

14.2. Within the scope of the granted guarantee, the Supplier guarantees to the ECI that the Goods will: (a) comply with the specifications, drawings and any other requirements contained in the Agreement, and (b) be new, unused, of good quality and free from defects and deficiencies, (c) be carefully made of the appropriate material, inspected, and (d) meet all technological requirements necessary for their proper use in accordance with the Agreement or the state of technical knowledge or applicable law, and (e) be manufactured in accordance with applicable law, standards and other regulations and will bear all the required certificates, and (f) be free from all encumbrances and rights of third parties.

14.3. Should the Goods prove not to be compliant with the granted guarantee, the ECI may demand: (a) rectification of the Goods to a condition compliant with the guarantee, (b) replacement of The Goods with Goods compliant with the guarantee, (c) proportionate reduction in the Price for the Goods not compliant with the guarantee.

14.4. The ECI will notify the Supplier about detection of the non-conformity of the Goods with the guarantee within a reasonable period (guarantee notice). The Supplier shall: (a) react to the guarantee notice within forty-eight (48) hours, (b) fulfil the guarantee obligations within seven (7) Business Days.

14.5. The guarantee shall be extended by the period of performance of the Supplier's guarantee obligations.

14.6. Goods replaced or repaired under the guarantee are subject to a new guarantee period of twenty-four (24) months.

14.7. In the event of non-performance or improper performance by the Supplier of the guarantee obligations set out in this Clause 14, the ECI may rescind (Polish: odstąpić) the Agreement, within 6 months from lapse of deadline stipulated in the Clause 14.4(b).

14.8. Combining of the Goods (Polish: połączenie lub pomieszanie) with other things or processing of them (Polish: przetworzenie) for their intended purpose does not in any way affect the guarantee.

14.9. Guarantee granted under this Clause 14 does not affect the ECI's right under the statutory warranty (Polish: rękojmia).

15. LIABILITY

15.1. The Supplier shall be held fully liable for non-performance or improper performance of the Agreement, including for the ECI's losses (Polish: strata) as well as ECI's lost profits (Polish: utracone korzyści).

15.2. The Supplier is fully responsible for his staff, including employees (irrespective of employment basis), representatives as well as subcontractors.

15.3. Neither the Supplier nor any of the persons furnishing materials or performing work or services, which are required by the Agreement, are employees of the ECI within the meaning any applicable law affecting employment. The Supplier is obliged at its own expense to comply with such laws and to be responsible for all liabilities or obligations imposed by any one or more of such laws and/or ordinances and regulations with respect to this agreement and to indemnify the ECI therefrom.

15.4. The ECI liability under the Agreement is always limited to the losses (Polish: strata). Lost profits (Polish: utracone korzyści) are excluded. The ECI is liable only for losses arising from fraud, wilful misconduct or gross negligence by the ECI, without prejudice to liability for personal injury (Polish: szkoda na osobie).

15.5. In the event that ECI terminates (Polish: wypowiedzieć) or rescinds (Polish: odstąpić) the Agreement through the reasons for which the Supplier is responsible (Polish: przyczyny, za które Dostawca ponosi odpowiedzialność), in particular in the cases indicated in Clauses 7.4 or 17.1 or resulting from applicable law, the Supplier shall pay ECI a contractual penalty (Polish: kara umowna) equal to 25% of the gross Agreement value. ECI may claim damages exceeding the amount of the contractual penalty.

15.6. Where there is more than one entity on the Seller's side, the liability of such entities for all obligations under the Agreement is joint and several (Polish: odpowiedzialność solidarna).

15.7. All deadlines arising from the Agreement including these PTC are reserved for the benefit of the ECI within the meaning of Article 457 of the Civil Code.

16. FORCE MAJEURE

16.1. The Parties shall not be liable for failure to perform contractual obligations arising from the Agreement caused by a force majeure events.

16.2. Force majeure event means all external and sudden events, beyond the control of the Parties, which could not have been foreseen at the time of entering into the Agreement and whose consequences could not have been prevented and which make it impossible to perform the Agreement, in particular: (a) acts of war (whether declared or not) and other armed operations and terrorist acts, (b) riots or protests, (c) government acts or legislation, (d) natural disasters such as earthquake, earthquake, flooding, fires, (e) epidemics, pandemics, quarantine restrictions, state of emergency (Polish: stan nadzwyczajny).

16.3. For the avoidance of doubt, the consequences of the epidemic state or the epidemic threat state in Poland related to the Sars-Cov-2 does not constitute a force majeure event.

16.4. The Party whose performance of the Agreement has become impossible due to a force majeure event shall notify the other Party in writing of the occurrence of force majeure immediately (within seven (7) Business Days of its occurrence at the latest). The cessation of the force majeure event shall also be immediately notified to the other Party.

17. TERMINATION

17.1. Notwithstanding any other provisions of these PTC and any rights under applicable law, the ECI may rescind (Polish: odstąpić) the Agreement in whole or in part by serving Supplier a rescission notice, for the following reasons attributable to the Supplier: (a) a material breach of the Agreement by the Supplier, in particular: (i) any defects in the Goods delivered or the Service provided, (ii) using a subcontractor to perform the Agreement without the prior consent of the ECI, (iii) assignment or encumber of any rights or obligations, whether in whole or in part, under the Agreement to any third party, (iv) failure to provide the documents required, (v) other Supplier's breach, threatened breach, or repudiation of any obligation, representation, warranty, covenant, or other term of the Agreement; (b) in case stipulated in Clauses 6.1(e)(i), 14.7, 21.6; (c) if the Supplier winds up its business, in particular enters into liquidation; (d) if the Supplier becomes insolvent within the meaning of Article 11.1 or 11.2 of the Insolvency Law; or make a general assignment for the benefit of creditors, or if Supplier admits in writing its inability to pay its debts as they become due, or (e) if the delay in performance any obligation under the Agreement by the Supplier exceeds thirty (30) days; (f) if the Supplier enters or offers to enter into one or more transactions effecting a sale of a substantial portion of Supplier's assets or business or any merger, sales or exchange of equity interests that would result in a change of control of the Supplier.

In each case ECI may rescind the Agreement within 6 months from occurrence circumstances being basis for rescission.

17.2. ECI may also rescind (Polish: odstąpić) the Agreement in whole or in part for the following reasons: (a) a change of circumstances making the performance of the Agreement not in the interest of ECI, which could not have been foreseen at the moment of entering into the Agreement, e.g. business decisions of ECI's customer; in such a case the ECI may rescind the Agreement within thirty (30) Business Days of becoming aware of such circumstances, but in any event not later than the day before the delivery date specified in the Agreement, (b) where a state of Force Majeure preventing the performance of the Agreement has lasted for an uninterrupted period of longer than two (2) months – within 1 month form lapse of above period.

17.3. Rescission under of the Agreement Clause 17.1 or 17.2 shall have the following effect at the option of the ECI (indicated in the rescission notice): (a) ex tunc – i.e. the Agreement shall be deemed not to have been entered into, or (b) ex nunc – i.e. the Agreement shall be rescinded to the extent that it has not been performed, and the Supplier shall transfer title and deliver to the ECI any satisfactorily completed Subject of the Agreement and Subject of the Agreement in process and all associated raw materials as the Supplier has specifically produced or specifically acquired for the performance of such part of the Agreement as has been rescinded, and the ECI shall pay proportionate part of the Price.

17.4. Rescission notice shall have immediate effect, unless otherwise stipulated therein.

18. CONFIDENTIALITY

18.1. Supplier is obliged to keep confidential the features of any equipment, tools, gauges, patterns, designs, drawings, engineering data, completed production parts or other technical o proprietary information furnished by the ECI ("Proprietary Information") and use such items only in the production of items under the Agreement and not otherwise unless ECI's written consent (under pain of nullity) is first obtained. Upon completion or expiry of the Agreement, or sooner if requested by the ECI, Supplier shall return all Proprietary Information to the ECI or make such other disposition thereof as may be directed or approved by the ECI.

18.2. "Confidential Information" shall mean Proprietary Information as well as any information: (a) regarding existence and the provisions of the Agreement and of any agreement entered into pursuant to the Agreement, (b) regarding the negotiations relating to the Agreement (and any such other agreements), (c) received as a result of entering into the Agreement in particular certain information, including but not limited to, product information, product designs, customer information, business processes, forecasts, samples, and financial information, whether disclosed in writing, orally, or in any other tangible or intangible form from a Party to another Party, which may or may not constitute enterprise secret in the meaning of the Act on the Suppression of Unfair Competition.

18.3. Subject to Clauses 18.4 each of the Parties shall treat as strictly confidential and not disclose or use any Confidential Information.

18.4. Clause 1.1 shall not prohibit disclosure or use of any information if and to the extent: (a) the disclosure or use is required by law, any governmental or regulatory body or (b) the disclosure or use is required for the purpose of any arbitral or judicial proceedings arising out of the Agreement; (c) the disclosure is made to a tax authority in connection with the tax affairs of the disclosing party; provided that prior to disclosure or use of any information pursuant to above, the party concerned shall, where not prohibited by law, promptly notify the other party of such requirement with a view to providing the other party with the opportunity to context such disclosure or use or otherwise to agree the timing and content of such disclosure or use (d) the disclosure is made to a party to whom assignment is permitted under the Agreement on terms that such assignee undertakes to comply with the provisions of Clause 18 in respect of such information as if it were a party to the Agreement; (e) the disclosure is made to professional advisers of any party on a need to know basis and on terms that such professional advisers undertake to comply with the provisions of Clause 18 in respect of such information as if they were a party to this Agreement; (f) the information is or becomes publicly available other by than a breach of the Agreement; (g) the other Party has given prior written consent to the disclosure or use.

18.5. The confidentiality obligation stipulated herein shall in any case apply for the duration of the Agreement and 10 years after its expiry for any reason.

19. VERIFICATION.

The ECI has the right at any reasonable time and upon reasonable request to verify any data that the Supplier has submitted under the Agreement.

20. SURVIVAL

Supplier's obligations under Clause 11, 13, 14, 15.5, and 18. hereinabove shall not be deemed to be exclusive, and together with any service warranties and guarantees, if any, shall survive acceptance, of the Goods, payment therefore and/or expiry (Polish: wygaśnięcie) of the Agreement despite the reason.

21. COMPLIANCE

21.1. Supplier is obliged to comply with all laws, rules and regulations that may be applicable to his operations related to the Agreement. In particular, the Supplier shall comply with all applicable laws, regulations, instructions and policies regarding trade and customs, including but not limited to ensuring the implementation of all necessary requirements for customs clearance, certificates of origin, import and export licences and exemptions from their application, as well as the submission of appropriate documents with the relevant government authorities.

21.2. The Supplier shall ensure that none of the Subject of the Agreement, nor the materials, parts, components or technology contained therein, originate from any state or region subject to an embargo maintained by the European Union or government of a member state of the European Union or the OECD.

21.3. The Supplier shall ensure that Supplier, its Affiliates, their ultimate beneficial owners or key personnel of any of the above is not a person subject to any legal, economic or financial sanctions imposed by the European Union or a government of a member state of the European Union or the OECD, including, in particular, being on any sanctions list maintained by above entities.

21.4. The Supplier agrees to comply with all international trade regulations arising from its contractual obligation and provide ECI, through its appointed customs specialist, all documentation required for country of origin validation of goods, object and subject of this transaction, including (but not limited to): Statement of Origin, NAFTA (North American Free Trade Agreement) Certificate of Origin current and valid, and/or Manufacturer's Affidavit; as applicable, either in case of requirement from ECI or any of its subsidiaries, or when such documentation is required by customs authorities.

21.5. The Supplier agrees to comply with all international trade regulations arising from its contractual obligation and provide ECI, through its International Trade Compliance specialist, documentation for validation of participation on the CTPAT or AEO programs, Supply Chain Security Assessment Survey, or a statement of minimum sup-ply chain security criteria compliance from a company authorized officer, as applicable.

21.6. Any Supplier's breach of the obligations contained in this Clause 21 shall constitute a material breach of the Agreement which shall entitle the ECI to terminate (Polish: wypowiedzieć) or rescind (Polish: odstąpić) any Agreement entered into with the Supplier and without prejudice to any other rights and remedies under these PTC or applicable law. In any event, ECI may exercise its right to terminate or rescind within 6 months of becoming aware of the breach by the Supplier of this Clause 21.

22. NO WAIVER OF TERMS AND CONDITIONS.

22.1. The failure of the ECI in any one or more instances to insist upon performance of any terms or conditions of the Agreement, or to exercise any right arising from the Agreement shall not be construed as thereafter waiving any rights by the ECI and the same such rights shall continue and remain in force and effect as if no failure or waiver had occurred.

22.2. ECI's rights and remedies under the Agreement are cumulative and do not preclude the exercise of other rights and remedies under the Agreement or applicable law.

23. NOTICES.

23.1. Unless otherwise stipulated in the Agreement including these PTC, any notice required or permitted herein shall be in writing under pain of nullity and sent to the other Party at such Party's address indicated in the Agreement or to such other address as such Party shall designate by notice and shall be sent by certified mail or by overnight courier.

23.2. Any correspondence sent in accordance with point 23.1 above shall be deemed to have been received: (i) upon actual delivery to the addressee or (ii) upon the expiry of 14 days after the first unsuccessful attempt of delivery by post or courier.

24. GOVERNING LAW

These PTC and any Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Poland excluding the conflict of laws rules and excluding the United Nations Convention on Contracts for the on the International Sale of Goods.

25. ARBITRATION.

Any disputes arising out of or related to this agreement shall be finally settled under the Arbitration Rules of the Court of Arbitration at the Polish Chamber of Commerce in Warsaw in force on the date of commencement of the proceeding by an arbitrator or arbitrators appointed in accordance with the said Rules.

26. ENTIRE AGREEMENT.

The sole and exclusive provisions of the Agreement are these PTC and the Order, which shall control over any conflicting provisions in Supplier's documents or otherwise. Such Agreement and these PTC can be modified by the Parties only by understanding in writing under pain of nullity. Such Agreement constitutes the entire agreement between ECI and Suppler with respect to the Subject of the Agreement.

27. SEVERABILITY

If any provision of the Agreement or these PTC shall be or become invalid, ineffective or unenforceable in whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected. Any such invalid, ineffective or unenforceable provision shall, to the extent permitted by law, be replaced by the ECI with a valid and enforceable provision whose intention and purpose in economic terms is most similar to the invalid, ineffective or unenforceable provision in question.

[Document revised 2023-11-10, 24 pages]

ECI MEXICAN LOCATIONS – INTERNATIONAL SHIPPING ROUTING INSTRUCTIONS

These instructions apply to all overseas shipments to ECI Mexican Locations (excluding Flex Tec at Cadereyta N.L., and MRG at Tecate B.C.). Please read carefully, as it provides shipping compliance requirements for ECI paid freight.

Effective immediately all shipments are to move per the below instructions

Please direct freight to Consignee Delivery Address:

ECI TECMA WAREHOUSE 9571 Pan American Dr. El Paso, TX 79927

1. If your weekly shipment weight is under (150 pounds) ship once a week using UPS Worldwide Expedited Service. 2. If your weekly shipment weight is above (150 pounds) ship once a week by ocean via UPS Supply Chain Solutions LCL. 3. If your weekly shipment is over 4,500 pounds or over 7 skids or 9 CBM, please contact your ECI representative at the plant to which you are shipping for assistance to secure the right transportation mode. 4. When instructed to ship on a Full Container Load, NO additional shipments are allowed without a Premium ID from your ECI plant contact.

Routing Instruction Compliance Expectation:

ECI expects suppliers to adhere to Routing Instructions. Supplier MUST INCLUDE PURCHASE ORDER # ON THE Bill of Lading

Any shipping type not listed above is considered premium freight, under no circumstances should Supplier deviate from once-a-week shipment frequency and ECI weight break without an ECI Plant Premium ID. It is prohibited to ship via UPS AIR other than Worldwide Expedited Service without ECI providing the shipping label. Non-adherence to these instructions will result in ECI plant issuing a Debit Memo against supplier for the unauthorized premium freight cost without ECI Premium ID #

If you have any questions, please direct them to your ECI plant representative or call our Logistics department: Thank you in advance for your support.

Monica Barron monica.barron@ecintl.com 915-860-5099 Logistics Manager Jesus Guijarro Jesus.guijarro@ecintl.com 915-860-5019 Logistics Supervisor Esteban Rivera Esteban.rivera@ecintl.com 915-860-5051 Logistics Specialist

Celeste Aguilar Director- Logistics North America Electrical Components International, Inc

ECI MEXICAN LOCATIONS- DOMESTIC SHIPPING ROUTING INSTRUCTIONS

These instructions apply to all Canada and USA Vendors shipments to ECI Mexican Locations, (excluding Flex Tec at Cadereyta N.L., and MRG at Tecate B.C.). Please read carefully, as it provides shipping compliance requirements for ECI paid freight.

Effective immediately all shipments are to be shipped in compliance with the GROUND instructions below.

Please direct freight to Consignee Delivery Address:

ECI (Electrical Components International) 12415 Rojas Drive. El Paso, TX 79928

1. If your weekly shipment weight is under (150 pounds) ship once a week via ECI Small Parcel Provider UPS Ground. 2. If your weekly shipment weight is above (150 pounds) ship once a week via ECI Parcel Provider Protrans. 3. If your weekly shipment weight exceeds 7000 pounds or 7 skids reach out to your ECI plant representative at the plant to which you are shipping for assistance to secure the right transportation mode. 4. If you are instructed to ship on a dedicated truck load, NO additional shipments are allowed via UPS, or Protrans without using a Premium ID from your ECI Plant contact.

Routing Instruction Compliance Expectation:

ECI's suppliers must adhere to these Routing Instructions. Supplier MUST INCLUDE PURCHASE ORDER # ON THE BOL

Any shipping type not listed above is considered premium freight, under no circumstances should Supplier deviate from once-a-week shipment frequency and ECI weight break without an ECI Plant Premium ID. It is prohibited to ship via UPS AIR (any service level) without ECI providing the shipping label. Non-adherence to these instructions will result in ECI plant issuing a Debit Memo against Supplier for the unauthorized premium freight cost without ECI Premium ID

If you have any questions, please direct them to your ECI plant representative or call our Logistics department: Thank you in advance for your support.

Celeste Aguilar Director- Logistics North America Electrical Components International, Inc.

Electrical Components International (ECI) Reaches a New Strategic Milestone

Dear ECI Partner,

I am writing to share an important update about a new chapter for ECI. Earlier today, we announced an agreement for ECI to be acquired by Rosebank Industries plc, a British public company traded on AIM, a market operated by the London Stock Exchange.

For those unfamiliar with Rosebank, it is an investment company that specializes in partnering with strong industrial and manufacturing businesses. Its leadership has been investing in these sectors for more than two decades and brings significant experience partnering with management teams and strong-performing businesses like ECI to drive long-term, sustainable growth. We are excited to be working with their talented and experienced team and are confident that they are the right partner for our next chapter of growth.

Rosebank also shares our excitement for the future of ECI. With their support, we will continue to invest in our business and our people, with a strong focus on operational and commercial excellence. This is an important milestone for ECI and a testament to our mission and long-term vision.

While exciting, this announcement is just the first step in this process. We expect to complete the transaction promptly after the satisfaction of customary closing conditions, including the receipt of all necessary regulatory approvals. Until then, it remains business as usual at ECI. There are no changes to our partnership as a result of this announcement, and we look forward to continuing to collaborate with you.

As always, we sincerely appreciate your support and confidence in ECI. Please do not hesitate to reach out to Udesh Kaul, Chief Procurement Officer (udesh.kaul@ecintl.com) with any questions.

Sincerely, Michael A. Balsei Chief Executive Officer Electrical Components International https://www.ecintl.com/