Purchase Order Terms and Conditions

NALCOR, LLC / ENTRENUE, LLC

Last Updated: April 27, 2026

These Purchase Order Terms and Conditions (the "Agreement") govern all purchases by Nalcor, LLC, Entrenue, LLC, and their affiliated entities (collectively, "Buyer") from any vendor, supplier, manufacturer, distributor, or seller ("Seller").

1. Formation of Agreement

1.1 Offer and Acceptance

Each PO issued by Buyer is expressly conditioned on Seller's agreement to this Agreement. Any terms proposed by Seller that are in addition to, inconsistent with, or different from this Agreement are expressly rejected unless accepted in a separate writing signed by Buyer.

1.2 Acceptance by Conduct

Seller's acknowledgment, commencement of work, shipment, delivery, performance, invoicing, or acceptance of payment under any PO constitutes full and binding acceptance of this Agreement.

1.3 No Signature Required

No physical or electronic signature from Buyer is required for this Agreement or any PO to become binding.

1.4 Order of Precedence

Unless otherwise stated in a separate signed agreement, the order of precedence shall be:

1. Any written master agreement signed by both parties;
2. The face of the applicable PO;
3. This Agreement.

1.5 Entire Agreement

The applicable PO, together with this Agreement and any written master agreement that expressly applies, constitutes the entire agreement between Buyer and Seller.

2. Compliance and Regulatory Matters

2.1 Compliance with Laws

Seller represents and warrants that all Products and related activities comply with all applicable laws, rules, regulations, ordinances, codes, standards, guidance, orders, and other legal requirements.

2.2 Regulatory Classification

Seller is solely responsible for determining, documenting, and supporting the legal and regulatory classification of each Product in each applicable jurisdiction.

2.3 Regulatory Filings and Approvals

Seller bears sole responsibility for obtaining, maintaining, and supporting all registrations, listings, filings, certifications, clearances, approvals, notices, reports, and other requirements.

2.4 Product Claims and Regulatory Status

No Product shall be marketed, labeled, or represented in a false, misleading, unsubstantiated, unauthorized, or regulatory-altering manner without Buyer’s prior written approval.

2.5 Proposition 65

Seller shall comply with California Proposition 65 and shall not ship any Product requiring a Proposition 65 warning without Buyer’s prior written approval.

2.6 Product Safety Standard

Products must be safe, lawful, genuine, non-adulterated, non-misbranded, merchantable, and fit for their intended and reasonably foreseeable uses.

3. Product Requirements

3.1 Specifications

All Products shall strictly conform to the specifications, drawings, formulations, samples, approved artwork, packaging requirements, quality standards, claims substantiation, and other requirements provided or approved by Buyer.

3.2 No Unauthorized Changes

Seller shall not make any Product-related change without Buyer’s prior written consent.

3.3 Product Safety and Documentation

• Provide all required testing, certifications, declarations, technical files, registrations, clearances, approvals, notices, and compliance documentation.
• Maintain appropriate traceability and quality records.
• Provide requested compliance, testing, regulatory, safety, origin, and classification documentation promptly upon request.
• Ensure Products include all required warnings, instructions, labels, manuals, inserts, and usage limitations.
• Maintain document retention practices sufficient to support regulatory inquiries, recalls, investigations, claims, and audits.

3.4 Battery, Electronics, and Connected Products

Seller shall comply with all applicable electrical, product safety, transportation, packaging, marking, wireless, cybersecurity, EMC, hazard communication, and shipping requirements.

3.5 Data Privacy and Cybersecurity

Products shall not contain undisclosed or unauthorized data collection, tracking, monitoring, recording, connectivity, remote access, data transmission, or software functionality.

3.6 Packaging, Labeling, and Barcoding

Seller shall package, label, mark, palletize, and ship all Products in accordance with applicable law, carrier requirements, marketplace requirements, and Buyer instructions.

4. Supply Chain and Ethical Sourcing

4.1 Supply Chain Compliance

• No forced labor, prison labor, human trafficking, or child labor is used in connection with the Products or supply chain.
• All customs classifications, values, tariff information, country-of-origin designations, import data, and trade data are accurate and complete.
• Products comply with applicable import/export, sanctions, forced-labor, and trade laws.
• Seller complies with applicable anti-bribery, anti-corruption, anti-money laundering, and business ethics laws.

5. Intellectual Property and Confidentiality

5.1 Non-Infringement

Seller represents and warrants that the Products and related materials do not infringe or violate any third-party intellectual property or proprietary rights.

5.2 Anti-Counterfeit

Seller warrants that all Products are genuine, authentic, and free from counterfeit, copied, diverted, stolen, adulterated, substituted, grey-market, or unauthorized components or materials.

5.3 Use of Buyer’s Name and Marks

Seller shall not use Buyer’s name, trademarks, logos, product images, confidential information, or relationship with Buyer without prior written consent.

5.4 Confidentiality

Any non-public information disclosed by Buyer shall be deemed confidential and must be protected by Seller using at least reasonable care.

5.5 No Direct Contact

Seller shall not directly contact Buyer’s customers, marketplaces, or end users regarding Products supplied to Buyer unless authorized in writing.

6. Commercial Terms

6.1 Pricing

Seller represents and warrants that pricing, discounts, rebates, and commercial terms offered to Buyer are no less favorable than those offered to any other customer purchasing substantially similar products.

6.2 Payment Terms; Setoff

Buyer may withhold, dispute, or delay payment for non-conforming Products, shortages, overbillings, missing documentation, legal non-compliance, or any other breach.

6.3 Forecasts; No Commitment

Any forecast, estimate, projection, or volume indication provided by Buyer is non-binding and for planning purposes only.

7. Delivery, Inspection, and Returns

7.1 Delivery Terms

Unless otherwise stated in writing by Buyer, all goods shall be delivered Delivered Duty Paid (DDP), Incoterms 2020, to the destination specified by Buyer.

7.2 Risk of Loss and Title

Title and risk of loss pass to Buyer only upon Buyer’s physical receipt and acceptance of the Products at the designated destination.

7.3 Inspection and Rejection

Buyer may reject or revoke acceptance of any Products that are defective, damaged, non-conforming, expired, adulterated, misbranded, unsafe, non-compliant, counterfeit, unauthorized, or otherwise in breach.

7.4 Remedies for Rejected Products

At Buyer’s option, Seller shall replace, repair, or refund rejected Products at Seller’s sole cost and expense.

7.5 Chargebacks and Cost Recovery

Seller shall reimburse Buyer for all costs, losses, and expenses arising from non-conformance, non-compliance, delay, shortage, mislabeling, damaged delivery, recall, customer complaint, chargeback, return, rework, or other breach.

8. Audit, Recall, and Corrective Action

8.1 Audit and Testing Rights

Upon reasonable notice, Buyer may review and audit Seller’s records and documentation related to Product safety, quality, legal compliance, classification, origin, and traceability.

8.2 Recalls and Corrective Actions

Seller is responsible for all recalls, withdrawals, field corrections, notices, and corrective actions involving the Products.

8.3 Notice of Safety and Regulatory Events

Seller shall notify Buyer immediately, and no later than 24 hours after becoming aware, of any safety, regulatory, compliance, or marketability issue affecting any Product.

8.4 Cooperation

Seller shall cooperate fully with Buyer in investigating, containing, correcting, and communicating any such issue.

9. Risk Allocation

9.1 Indemnification

Seller shall defend, indemnify, and hold harmless Buyer and its affiliates from and against all claims, losses, damages, liabilities, recalls, regulatory actions, penalties, fines, settlements, costs, and expenses arising out of or relating to the Products, Seller’s breach, legal non-compliance, IP infringement, or Seller’s acts or omissions.

9.2 Insurance

• Commercial general liability insurance, including products/completed operations.
• Product liability insurance, to the extent not fully included in the commercial general liability policy.
• Product recall insurance, where appropriate.
• Workers’ compensation and employer’s liability insurance as required by law.

9.3 No Limitation of Liability

Seller shall not exclude, disclaim, or limit liability for indemnification obligations, confidentiality breaches, product liability, intellectual property infringement, fraud, intentional misconduct, gross negligence, personal injury, death, regulatory violations, product classification errors, recalls, or corrective actions.

10. Term and Termination

10.1 Termination for Convenience or Cause

Buyer may terminate or suspend any PO, in whole or in part, at any time for convenience or cause by written notice to Seller.

10.2 Seller Obligations on Termination

Seller shall immediately stop work as directed, mitigate all costs, and follow Buyer’s instructions.

10.3 Force Majeure

Seller shall promptly notify Buyer of any event beyond Seller’s reasonable control that may delay or impair performance.

11. Dispute Resolution

11.1 Arbitration

Any dispute arising out of or relating to this Agreement, any PO, the Products, or the relationship between Buyer and Seller shall be resolved by final and binding arbitration administered by the American Arbitration Association.

11.2 Arbitration Procedure

The arbitration shall be conducted by one arbitrator unless the amount in controversy exceeds $500,000, in which case the arbitration shall be conducted by a panel of three arbitrators. The seat and place of arbitration shall be Detroit, Michigan, unless Buyer elects another Michigan location.

11.3 Equitable Relief Carveout

Buyer may seek injunctive relief, specific performance, attachment, replevin, or other provisional or equitable relief in any court of competent jurisdiction.

11.4 Jury Waiver; No Class Proceedings

To the fullest extent permitted by law, the parties waive any right to trial by jury. No class, collective, consolidated, or representative proceeding may be conducted without Buyer’s express written consent.

12. General Provisions

12.1 Governing Law and Venue

This Agreement, each PO, and any related dispute shall be governed by the laws of the State of Michigan. Seller consents to the exclusive jurisdiction and venue of the state and federal courts located in Michigan for matters properly brought before a court.

12.2 No Waiver

No failure or delay by Buyer in exercising any right, power, or remedy shall operate as a waiver.

12.3 Updates to Agreement

Buyer may update this Agreement from time to time by posting the updated version at the URL referenced in the applicable PO or otherwise making the updated Agreement available to Seller.