These Purchase Order Terms and Conditions (“Terms”) apply to all purchase orders issued by VegTech Systems LLC, an Illinois limited liability company (“Buyer” or “VegTech”), to the party supplying goods or services (“Supplier”).

Acceptance of any purchase order issued by Buyer constitutes Supplier’s agreement to these Terms.

These Terms govern the purchase of all goods, components, equipment, materials, and services (collectively, the “Products”) purchased by VegTech Systems LLC from Supplier pursuant to any purchase order (“PO”).

Supplier’s acceptance of the PO, shipment of Products, or commencement of work constitutes acceptance of these Terms.

These Terms:

• supersede all Supplier terms and conditions
• apply regardless of any conflicting language in Supplier quotations, invoices, acknowledgements, or other documents
• may only be modified by written agreement signed by VegTech

If VegTech and Supplier have executed a separate written Supply or Purchase Agreement, that agreement shall govern to the extent of any conflict.

Supplier shall confirm acceptance of the PO in writing within five (5) business days.

If Supplier fails to reject the PO within such period or begins performance, the PO shall be deemed accepted.

Supplier shall not:

• modify specifications
• substitute materials
• change manufacturing location

without prior written approval from VegTech.

Prices specified in the PO are:

• firm and fixed
• inclusive of all packaging, labeling, documentation, export preparation, and compliance costs
• not subject to increase without written approval from VegTech.

Unless otherwise stated in the PO, prices exclude freight, insurance, and import duties.

Unless otherwise stated in the PO, payment terms shall be:

Net 60 days from receipt of a correct invoice and acceptance of Products.

VegTech may withhold payment for:

• defective Products
• late delivery
• incomplete documentation
• disputes related to the PO.

Payment does not constitute acceptance of Products.

Supplier shall deliver Products in accordance with the delivery schedule specified in the PO.

Unless otherwise stated, shipping terms shall be:

EXW Supplier Facility (Incoterms® 2020).

Supplier shall:

• properly package Products to prevent damage
• include all documentation (packing list, certificates, manuals)
• comply with all export regulations

Late deliveries may be rejected or cancelled at VegTech’s option.

VegTech reserves the right to charge Supplier for expediting, replacement procurement, or damages resulting from delayed delivery.

Risk of loss remains with Supplier until:

• Products are delivered to VegTech or its designated location, and
• Products are inspected and accepted by VegTech.

VegTech reserves the right to inspect Products upon delivery or within a reasonable time thereafter.

VegTech may reject Products that are:

• defective
• damaged
• non-conforming to specifications
• incomplete
• improperly documented.

Rejected Products shall be returned at Supplier’s expense.

Supplier shall promptly replace or repair rejected Products at no cost to VegTech.

Supplier warrants that all Products:

1. conform to PO specifications and drawings
2. are free from defects in design, materials, and workmanship
3. are new and unused
4. comply with all applicable laws and regulations
5. are suitable for the intended purpose communicated to Supplier.

Supplier shall provide a minimum warranty period of twelve (12) months from the later of:

• delivery to VegTech, or
• commissioning by VegTech’s customer.

Supplier shall repair or replace defective Products within a reasonable time at no cost to VegTech.

Supplier agrees that all manufacturer warranties shall be fully transferable to VegTech and its customers.

Supplier shall comply with all applicable:

• U.S. federal and state laws
• export control regulations
• environmental regulations
• labor and safety regulations
• anti-bribery and anti-corruption laws.

Supplier shall provide compliance documentation upon request.

All drawings, designs, specifications, models, software, and technical information provided by VegTech remain the exclusive property of VegTech.

Supplier shall:

• use such materials only for fulfilling the PO
• not disclose them to third parties
• return or destroy them upon request.

Supplier shall indemnify VegTech against any claims of patent, copyright, or trademark infringement related to the Products.

Supplier shall treat all information provided by VegTech as confidential and shall not disclose it to third parties without VegTech’s written consent.

This obligation survives termination of the PO.

Neither party shall be liable for failure to perform due to events beyond its reasonable control, including but not limited to:

• acts of God
• war or terrorism
• natural disasters
• strikes
• government actions.

The affected party shall notify the other party promptly.

If the force majeure event continues for more than 30 days, VegTech may cancel the PO without liability.

Supplier shall indemnify, defend, and hold harmless VegTech Systems LLC and its officers, employees, customers, and affiliates from any claims, losses, damages, or expenses arising from:

• defective Products
• Supplier negligence
• breach of these Terms
• violation of law
• intellectual property infringement.

Nothing in these Terms limits Supplier’s liability for:

• personal injury
• property damage
• gross negligence
• willful misconduct
• breach of confidentiality
• indemnification obligations.

VegTech may cancel or terminate the PO at any time for convenience by written notice.

VegTech shall only be liable for Products properly completed prior to termination.

Supplier may not assign or subcontract any portion of the PO without prior written consent of VegTech.

These Terms shall be governed by the laws of the State of Illinois, without regard to conflict of law principles.

Any disputes shall be resolved exclusively in state or federal courts located in Cook County, Illinois.

These Terms, together with the PO and any referenced documents, constitute the entire agreement between the parties and supersede all prior discussions or agreements.