Purchasing Order Terms and Conditions and Flow Down Requirements

PURCHASE ORDER TERMS AND CONDITIONS INCLUDING FLOW-DOWN REQUIREMENTS
1. APPLICABILITY
This purchase order is an offer by Sapphire Metal Finishing (“Buyer”) for the purchase of the goods or
services specified on the face of this purchase order (the “Goods”) from the part to whom the
purchase order is addressed (the “Seller”) in accordance with and subject to these terms and
conditions (the “Terms”, together with the terms and conditions on the face of this purchase order,
the “order”). This order, together with any documents incorporated herein by reference, constitutes
the sole and entire agreement of the parties with respect to the Order and supersedes all prior or
contemporaneous understandings, agreements, negotiations, representations and warranties, and
communications, both written and oral, with respect to the subject matter of the Order. The Order
expressly limits Seller’s acceptance to the terms of the Order; these Terms prevail over any terms or
conditions contained in any other documentation and expressly exclude any of Seller’s general terms
and conditions of sale or any other document issued by Seller in connection with the Order.
2. ACCEPTANCE
This Order is not binding on the Buyer until Seller accepts the Order in writing, starts to perform in
accordance with the Order, or after 4 hours have transpired from Seller’s confirmed receipt of the
Order. Buyer may withdraw the Order at any time before it is accepted by Seller. Acceptance
includes the pricing, quantity, delivery schedule, and other terms of the Order.
3. FLOW DOWN REQUIREMENTS
In addition to the general obligations under this Order, the Seller is required and agrees to flow down
to the supply chain any applicable requirements, including customer requirements, to ensure SMF
customer requirements are communicated to all responsible suppliers as outlined below:
a. Nonconformance & Corrective Action
Seller is required to notify SMF of nonconforming processes, products, or services when
discovered at the suppliers’ location(s) and in cases where release to SMF has occurred, if
applicable.
SMF’s President/Vice President and/or affected SMF customer representative must review and
provide written disposition of nonconforming products according to established SMF or customer
procedures.
In cases when it is determined that Seller is responsible for root cause discrepancies, Seller is
required to take corrective actions to fully remedy the discrepancy to the full satisfaction of SMF
and SMF’s customers. Seller is required to respond in writing to Corrective Action requests in a
timely manner. Corrective Actions must demonstrate cause analysis, action implementation, and
verification of action effectiveness. Should the Seller’s Corrective Actions prove ineffective,
alternate actions may be requested, or suppliers may be disqualified from use.
b. Foreign Object Debris/Damage (FOD)
Seller will take all precautions to preclude the introduction of Foreign Object Debris/Damage
(FOD) into any deliverable items. Seller will maintain a documented FOD prevention program
appropriate to the specific products. The Seller’s FOD prevention program will include operations
designed to verify the removal of FOD and accountability of all items in their work
sequence/planning processes. The Seller’s FOD prevention program will include FOD preventative
practices for packaging. The Seller will ensure that there are no foreign objects received in the
packaging and packaging containers.
c. International Traffic in Arms Regulations (ITAR)
SMF is an ITAR (International Traffic in Arms Regulations) -compliant company. We must ensure
that our customers’ ITAR-controlled items or technical data are protected. Approved suppliers are
required to formally agree to the following:
• Seller agrees to have controls in place that prevent individuals from ITAR-proscribed countries
(see below) from coming in contact with SMF-provided technical data and items.

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• Seller agrees to return or shred all technical documents provided by SMF.
• Seller agrees to return all items and products, damaged, unusable, or otherwise provided by
SMF.
• Non-ITAR registered suppliers who receive technical data or items from SMF must confirm that
they do not engage in the export of technical data to proscribed countries (see below):
ITAR List of Proscribed Countries
Afghanistan, Angola, Belarus, Burma, China (PRC), Cyprus, Cuba, Haiti, Iran, Iraq, Liberia,
Libya, Nigeria, North Korea, Rwanda, Somalia, Sudan, Syria, Vietnam, Yemen, and Zimbabwe
d. DECLARABLE SUBSTANCES
All parts and materials provided by Seller &/or Seller’s supply chain shall meet, at a minimum, the
Applicable version of the following regulatory requirements:
• European Union
o REACH (Registration, Evaluation, Authorization, and Restriction of Chemicals).
o RoHS (Restriction of Hazardous Substances) EU RoHS (Directive 2024/232/EU) including RoHS
phthalates (EU Directive 2015/863) and Exemptions information for each product and
material.
• United States
o CONFLICT MINERALS: Gold, Tin, Tantalum, and Tungsten materials must be DRC (Democratic
Republic of Congo) conflict-free sourced per the requirements of Section 1502 of the Dodd-
Frank Act. An approved smelter name is required on the certification if these materials are
used.
o CALIFORNIA PROPOSITION 65 (CALIFORNIA SAFE WATER DRINKING & TOXIC ENFORCEMENT
ACT OF 1986) is a list of chemicals that the state of California’s risk assessment process has
determined to present a risk of cancer, birth defects, or other reproductive harm. Clear and
reasonable warning of the presence of any of those chemicals must be provided.
• Equivalent or similar laws regarding product substance content requirements in other
jurisdictions as they apply, including no use of Russian steel or materials.
• Others as designated by Sapphire Metal Finishing in updates to this guidance or other
communications with Sellers.
4. SPECIAL PROCESS PROVIDERS
SMF requires Sellers of special processes to provide evidence of process validation according to the
requirements of AS9100D 8.5.1.2. Evidence of validation could include a third-party registration to
ISO 9001, AS9100, Nadcap, or a similar standard that requires validation of special processes.
Alternatively, suppliers of special processes may provide a letter or other evidence of process
validation (e.g., from aerospace customers). (A response written in the space provided below may
also be acceptable; please sign, date, and return via e-mail.)
Evidence of process validation must demonstrate conformity to the following requirements
(excerpted from AS9100D, 8.5.1.2):
For processes where the resulting output cannot be verified by subsequent monitoring or
measurement, SMF shall establish arrangements for these processes, including, as applicable.
a) definition of criteria for review and approval of the processes;
b) determination of conditions to maintain the approval;
c) approval of facilities and equipment;
d) qualification of persons;
e) use of specific methods and procedures for implementation and monitoring of the processes;
f) requirements for documented information to be retained (records);
g) revalidation;
h) return of all items and parts damaged, and unusable or otherwise provided by SMF.

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5. CALIBRATION SERVICE PROVIDERS
Sellers of calibration services or calibrated devices are required to provide certificates of calibration
bearing traceability to the National Institute of Standards and Technology (NIST), and report “as
found” information and “adjustment” information, as applicable.
6. DELIVERY
The Seller shall deliver the Goods in the quantities and on the date(s) specified in this Order or as
otherwise agreed in writing by the parties (the “Delivery Date”). The timely delivery of the Goods is
of the essence, and deadlines will be strictly construed. If Seller fails to deliver the Goods in full on
the Delivery Date, Buyer may terminate the Order immediately by providing written notice to Seller,
and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and
expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date. In the
event of overages, or shortages, Seller shall provide written notice to Buyer as soon as Seller
becomes aware of such overages or shortages and Buyer will approve or deny such overages or
shortages within three (3) business days after its receipt of such written notice, and in all cases prior
to shipment. Overage or shortages must be indicated on the Seller’s packing slip. Buyer retains the
right to reject any shipments delivered six (6) business days or more prior to the Delivery Date. All
Goods shall be delivered to the address specified in the Order (the “Delivery Location”) during the
Buyer’s normal business hours or as otherwise instructed by the Buyer.
7. SHIPPING TERMS
Delivery shall be made in accordance with the terms on the face of the Order. The Order number
must appear on all shipping documents, shipping labels, invoices, correspondence, and any other
documents pertaining to the Order.
8. TITLE AND RISK OF LOSS
Title passes to the Buyer upon delivery of the Goods at the Delivery Location. Seller bears all risk of
loss or damage to the Goods until delivery of the Goods to the Delivery Location unless otherwise set
forth on the face of the Order.
9. PACKAGING
All Goods shall be packed for shipment according to Buyer’s instruction in the Order or, if there are
no instructions, in the economically efficient manner that is sufficient to ensure that the Goods are
delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer
to return any packaging material. Any return of such packaging material shall be made at the Seller’s
expense.
10. AMENDMENT AND MODIFICATION
No change to this Order is binding upon Buyer unless it is in writing, specifically states that it amends
this Order, and is signed by an authorized representative of Buyer.
11. CERTIFICATIONS
Material, Processing, and Chemical suppliers are to provide all pertinent test reports/certifications
unless otherwise specified. Certifications shall include the specification requirements and shelf life,
where applicable, called out on this PO. Goods and services provided without required certifications
will delay the receipt transaction and, in turn, delay payment. (See “Section 3 Flow Down
Requirements” for a more detailed description of required certifications.)
12. COUNTERFEIT PRODUCTS
Seller will not alter Goods or documents with the intent to mislead or disguise counterfeit goods as
genuine or original goods and shall take necessary action to prevent the use of counterfeit products
in their products and processes. Seller will prevent the use of counterfeit products or materials.
13. QUALITY; INSPECTION AND REJECTION OF NONCONFORMING GOODS
The Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option,
may inspect all or a sample of the Goods and may request all or any portion of the Goods as it
determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods,
Buyer has the right, effective upon written notice to Seller, to: (a) rescind the Offer in its entirety;

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(b) accept the Goods at a reasonably reduced price, or (c) reject the Goods and require replacement
of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense,
promptly replace the nonconforming Goods and pay for all related expenses, including, without
limitation, transportation charges for the return of the defective Goods and the delivery of
replacement Goods, If Seller fails to timely deliver replacement Goods, buyer may replace them with
goods from a third party and charge Seller the cost thereof and terminate this Order for cause
pursuant to Section 8 Title and Risk of Loss.
Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect
Seller’s obligations under the Order, and Buyer shall have the right to conduct further inspections
after Seller has carried out its remedial actions.
14. GENERAL INDEMNIFICATION
Seller shall defend, indemnify and hold harmless Buyer and its subsidiaries, affiliates, successors or
assigns and their respective directors, officers, shareholders, and employees and Buyer’s customers
(collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim,
deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable
attorney and professional fee and costs, and the cost of enforcing any right in connection with the
Goods purchased from Seller or Seller’s negligence, will misconduct or breach of the Terms, Seller
shall not enter into any settlement without Buyer’s or Indemnitee’s prior written consent.
15. INTELLECTUAL PROPERTY INDEMNIFICATION
Seller shall, at its expense, defend, indemnify, and hold harmless Buyer and any Indemnitee against
any and all Losses arising out of or in connection with any claim that Buyer’s or Indemnitee’s use or
possession of the Goods infringes or misappropriates the patent, copyright, trade secret or other
intellectual property right of any third party. In no event shall Seller enter into any settlement
without Buyer’s or Indemnitee’s prior written consent.
16. COMPLIANCE WITH LAW
Seller is in compliance with and shall comply with all applicable laws, regulations, and ordinances.
Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents, and
permits that it needs to carry out its obligations under the Order.
Seller shall comply with all export and import laws of all countries involved in the sale of Goods
under this Order. Seller assumes all responsibility for shipments of Goods requiring any government
import clearance. Buyer may terminate this Order if any government authority imposes antidumping
duties, countervailing duties, or any retaliatory duties on the Goods.
17. ASSIGNMENT
Seller shall not assign, transfer, delegate, or subcontract any of its rights or obligations under the
Order without the prior written consent of the buyer. Any purported assignment or delegation in
violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of
any of its obligations hereunder. Buyer may not at any time assign, transfer, or subcontract any or all
of its rights or obligations under the Order without Seller’s prior written consent.
18. WAIVER
No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set
forth in writing and signed by the party so waiving. Except as otherwise set forth in the Order, no
failure to exercise or delay in exercising any rights, remedy, power, or privilege hereunder precludes
any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
19. TRACEABILITY
The Seller shall maintain traceability throughout the process and clearly label parts with the Seller’s
Work Order Number, Purchase Order Number, Number of Parts, and Date of Manufacture upon
delivery to the Buyer.
20. SPECIFICATIONS
Seller shall use and certify to the most current revision of the specification unless otherwise specified
by Buyer.

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21. PERFORMANCE EVALUATION
Key suppliers will be regularly monitored for On Time Delivery (OTD) and Quality. Poor performance
in either category may result in probation or removal from SMF’s approved supplier listing, which can
result in the cancellation of current and/or future orders.
22. QUALITY SYSTEMS
The Seller shall implement a Quality Management System that is subject to Buyer review and audit.
23. PRODUCTION METHOD CHANGES
Seller is to notify Buyer of any changes in their product and/or process, suppliers, and manufacturing
location.
24. DISQUALIFICATION
If Seller is denied previously held quality system certification and/or has been disqualified by any of
Buyer’s customers, Seller shall notify Buyer of removal.
25. RIGHT OF ENTRY
Seller grants Buyer, its agents, representatives, and customers, at all practical times and the Sellers’
location, the right to enter and inspect, review, and audit all items that in any way related to this
Order, before, during, and after production at any level of the supply chain.
26. GOVERNMENT, SAFETY, AND ENVIRONMENTAL REGULATIONS
All Goods shall satisfy current governmental and safety constraints on restricted, toxic, and
hazardous materials, as well as environmental, electrical, and electromagnetic considerations
applicable to the country of manufacture and sale. Use of debarred suppliers is prohibited.
27. ROHS/REACH/ITAR
For orders requiring ROHS, REACH, &/or ITAR compliance, documentation confirming compliance is
required as detailed in Section 3 Flow Down Requirements.
28. RECORD RETENTION
Seller is required to maintain all records pertaining to this Order for 10 years unless prior written
authorization is obtained from Buyer.
29. HANDLING
When value-added work is done to Buyer-provided Goods, prior to the commencement of work on
these Goods, the Seller is responsible for inspecting such Goods for nicks, dings, or ‘transportation’
damage. If the seller discovers the damage, pictures of the damage are sent to the Buyer to
determine if rework is required prior to the Seller proceeding. If no damage is noted by Seller prior to
the commencement of work, any damage found thereafter is assumed to be Seller-caused, and
rework/scrap costs may be allocated to Seller accordingly.
30. CONFIDENTIALITY
All non-public, confidential, or proprietary information of the Buyer or Buyers Customer, including
but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data,
business operations, customer lists, pricing, discounts, or rebates, disclosed by the Buyer to Seller,
whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and
whether or not marked, designated or otherwise identified as “confidential,” in connection with the
Order is confidential, solely for the use of performing the Order and may not be disclosed or copied
unless authorized by Buyer in writing. Upon Buyer’s request, Seller shall promptly return all
documents and other materials received from Buyer.
Buyer shall be entitled to injunctive relief for any violation of this Section 30. This Section shall not
apply to information that is (a) in the public domain; (b) known to the Seller at the time of disclosure;
or (c) rightfully obtained by the Seller on a non-confidential basis from a third party.
If applicable, this Order is subject to any non-disclosure agreement previously entered into between
Buyer and Seller.
31. RELATIONSHIP OF THE PARTIES
The relationship between the parties is that of independent contractors. Nothing contained in the
Order shall be construed as creating any agency, partnership, joint venture, or other form of joint

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enterprise, employment, or fiduciary relationship between the parties, and neither party shall have
the authority to contract for or bind the other party in any manner whatsoever. No relationship of
exclusivity shall be construed from this Order.
32. NO THIRD-PARTY BENEFICIARIES
This Order is for the sole benefit of the parties hereto and their respective successors and permitted
assigns and nothing herein, express or implied, is intended to or shall confer upon any other person
or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by
reason of these Terms.
33. GOVERNING LAW; SUBMISSION TO JURISDICTION
All matters arising out of or relating to the Order shall be governed by and construed in accordance
with the internal laws of the State of Idaho without giving effect to any choice conflict law of law
provision or rule (whether of the State of Idaho or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than those of the State of Idaho. Any legal suit,
action, or proceeding arising out of or relating to this Order shall be instituted in the courts of the
State of Idaho. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such
suit, action, or proceeding. Arbitration shall be pursued by all parties for binding remediation prior to
any legal suit.
34. CUMULATIVE REMEDIES
The rights and remedies under this Order are cumulative, are in addition to, and are not in
substitution for any other rights and remedies available at law or in equity or otherwise.
35. NOTICES
All notices, requests, consents, claims, demands, waivers, and other communications hereunder
(each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the
face of this Order or to such other address that the receiving party in writing may designate. All
Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees
pre-paid), certified or registered mail (in each case, return receipt requested, postage prepaid), or
e-mail. Except as otherwise provided in this Order, a Notice is effective only (a) upon receipt of the
receiving party and (b) if the party giving the Notice complies with the requirements of this section
35.
36. SEVERABILITY
If any term or provision of this Order is invalid, illegal, or unenforceable in any jurisdiction, such
invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement
or invalidate or render unenforceable such term or provision in any other jurisdiction.
37. SURVIVAL
Provision of this Order, which by their nature should apply beyond their terms, will remain in force
after any termination or expiration of this Order, including, but not limited to, the following
provision: Section 14 (General Indemnification). Section 15 (Intellectual Property Indemnification),
Section 16 (Compliance with Law), Section 30 (Confidentiality), Section 33 (Governing Law,
Submission to Jurisdiction), and this Section 37.
The above terms, conditions, and flow-down requirements pertain to each SMF Purchase Order and
Purchasing contract: acknowledgment, acceptance, and agreement to comply with all requirements
listed above will be evidenced by Seller’s acceptance of SMF’s Purchase Orders or purchasing contracts.