In plain english: This document covers how we buy goods and services from our suppliers. Bottom line: deliver what we ordered, on time, at the agreed price, and stand behind your work. We'll pay you on time.

Effective Date: May 5, 2026

1. Applicability. These terms and conditions of purchase (these "Terms") are the only terms that govern the purchase of goods and/or services by Infinity EDM, LLC ("Company") from the supplier ("Supplier") identified in the accompanying purchase order (the "Purchase Order"). The Purchase Order and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the Purchase Order, the Purchase Order shall govern. These Terms prevail over any of Supplier's general terms and conditions of sale regardless of whether or when Supplier has submitted its quotation, acknowledgment, invoice, or such terms. Acceptance of a Purchase Order by Supplier does not constitute acceptance of any of Supplier's terms and conditions and does not serve to modify or amend these Terms.

2. Goods and Services. Supplier shall provide the goods and/or services to Company as described in the Purchase Order (the "Goods" and/or "Services") in strict accordance with all specifications, drawings, samples, and other descriptions referenced in or attached to the Purchase Order. Supplier shall not make any changes to the specifications, materials, manufacturing processes, or sources of supply without the prior written consent of Company.

3. Delivery. Time is of the essence with respect to all delivery dates specified in the Purchase Order. Supplier shall deliver Goods in the quantities and on the dates specified in the Purchase Order. If Supplier anticipates or experiences any delay, Supplier shall immediately notify Company in writing. Such notice shall not relieve Supplier of its obligations under this Agreement. Unless otherwise specified in the Purchase Order, all Goods shall be delivered DAP (Delivered at Place) to Company's facility at N173 W21255 Northwest Passage, Jackson, WI 53037. Risk of loss shall transfer to Company upon delivery and acceptance at the specified delivery location.

4. Price and Payment. Company shall pay Supplier the price set forth in the Purchase Order for the Goods and/or Services. No additional charges, fees, or expenses of any kind shall be payable by Company unless expressly agreed to in advance in a written amendment to the Purchase Order signed by an authorized representative of Company. Unless otherwise specified in the Purchase Order, Company shall pay all undisputed invoiced amounts within 30 days of the date of receipt of a correct invoice. All payments shall be made in US dollars. Company may set off against any amounts owed to Supplier any amounts owed by Supplier to Company under this Agreement or any other agreement between the parties.

5. Inspection and Acceptance. Company shall have the right to inspect all Goods and Services upon delivery or completion. Company may reject any Goods or Services that do not conform to the requirements of this Agreement or the applicable Purchase Order ("Nonconforming Goods" or "Nonconforming Services"). Company shall notify Supplier of any rejection within a reasonable time after discovery. Rejected Goods shall be returned to Supplier at Supplier's risk and expense, and Company shall have no obligation to pay for any Nonconforming Goods or Nonconforming Services. Acceptance of a delivery shall not be deemed a waiver of Company's right to reject future deliveries or to revoke acceptance upon discovery of a latent defect. Payment for Goods or Services prior to inspection shall not constitute acceptance.

6. Change Orders. Company may at any time, by written notice to Supplier, make changes to the applicable Purchase Order within the general scope of this Agreement, including changes to specifications, quantities, packaging, delivery schedules, or place of delivery. If any such change causes an increase or decrease in the cost of, or the time required for, performance under this Agreement, Supplier shall notify Company in writing within 10 days of receipt of the change notice, and the parties shall negotiate an equitable adjustment in good faith. No adjustment shall be made unless claimed by Supplier within such 10-day period. Any change to a Purchase Order must be set forth in a written change order signed by an authorized representative of Company.

7. Warranty. Supplier represents and warrants that all Goods and Services: (a) will conform strictly to all applicable specifications, drawings, samples, and descriptions; (b) will be of merchantable quality and free from defects in material and workmanship, and will be new unless otherwise expressly specified in the Purchase Order as used, refurbished, or surplus; (c) will be fit for the particular purpose communicated to Supplier; (d) will be free and clear of all liens, claims, encumbrances, and restrictions; and (e) will be produced, provided, and delivered in compliance with all applicable federal, state, and local laws and regulations. These warranties are in addition to, and not in lieu of, any other warranties provided by law or otherwise. Warranty obligations shall survive delivery, inspection, acceptance, and payment. In the event of a breach of warranty, Company may, at its option: (i) require Supplier to repair or replace the Nonconforming Goods or re-perform the Nonconforming Services at Supplier's expense; (ii) return the Nonconforming Goods to Supplier for a full refund; or (iii) correct the nonconformance itself and charge the cost to Supplier.

8. Quality Requirements. Supplier shall maintain a quality management system adequate to meet the requirements of this Agreement. A Certificate of Conformance ("CoC") certifying that the Goods conform to all applicable specifications and requirements, and any material certifications, test reports, or other objective evidence of conformance, shall be required only when expressly specified in the applicable Purchase Order. Company and its customers and regulatory authorities shall have the right, upon reasonable notice, to audit Supplier's facilities, processes, records, and quality systems related to the Goods or Services purchased under this Agreement. Supplier shall maintain all records related to orders placed under this Agreement for a minimum of 10 years, or such longer period as may be required by applicable law or regulation, and shall make such records available to Company upon request.

9. Counterfeit Parts. Supplier shall not deliver any counterfeit or suspect counterfeit Goods. For purposes of this Agreement, "Counterfeit Goods" means Goods or components that are or contain items that: (a) are unauthorized copies or substitutes for genuine items; (b) are not traceable to a legitimate manufacturer or authorized distributor; (c) have been misrepresented as to origin, identity, or conformance to applicable specifications; or (d) have been previously used, repaired, or reconditioned and represented as new without disclosure. Supplier shall have and maintain a documented counterfeit parts prevention plan. In the event Counterfeit Goods are delivered, Supplier shall bear all costs associated with detection, removal, replacement, and any resulting damages. Supplier shall immediately notify Company in writing upon discovery or reasonable suspicion that Counterfeit Goods may have been delivered.

10. Compliance with Laws; Export Control. Supplier shall comply with all applicable federal, state, and local laws and regulations in the performance of this Agreement, including without limitation all applicable export control laws and regulations, including the International Traffic in Arms Regulations ("ITAR") (22 C.F.R. Parts 120–130), the Export Administration Regulations ("EAR") (15 C.F.R. Parts 730–774), and Office of Foreign Assets Control ("OFAC") regulations. Supplier represents and warrants that it is not a restricted or debarred party under any applicable government list, and that it will not transfer, disclose, or export any technical data, goods, software, or technology provided by or on behalf of Company to any foreign national, foreign entity, or foreign destination without first obtaining all required government authorizations. Supplier shall notify Company immediately in writing if Supplier becomes aware of any actual or potential violation of applicable export control laws with respect to any Goods or Services provided under this Agreement.

11. Confidential Information. All non-public, confidential, or proprietary information of Company, including but not limited to specifications, drawings, designs, technical data, trade secrets, business information, pricing, and customer information (collectively, "Confidential Information"), disclosed by Company to Supplier in connection with this Agreement is confidential and shall not be disclosed or copied by Supplier without the prior written consent of Company. Supplier shall use Confidential Information solely for the purpose of performing its obligations under this Agreement and shall protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information does not include information that is: (i) in the public domain through no fault of Supplier; (ii) known to Supplier at the time of disclosure without restriction; or (iii) rightfully obtained by Supplier on a non-confidential basis from a third party. These obligations shall survive termination or expiration of this Agreement. Company shall be entitled to injunctive relief for any violation of this Section.

12. Intellectual Property. All intellectual property rights in and to any work product, designs, inventions, software, tooling, fixtures, documentation, or other deliverables developed, conceived, or reduced to practice by Supplier in the course of performing Services under this Agreement, whether alone or in collaboration with Company (collectively, "Work Product"), shall be owned exclusively by Company. Supplier hereby assigns, and agrees to assign, to Company all right, title, and interest in and to all Work Product, including all related intellectual property rights. Supplier shall execute all documents and take all actions reasonably necessary to perfect such assignment. Any tools, dies, jigs, fixtures, equipment, or other items furnished by Company to Supplier or paid for by Company ("Company Property") remain the sole property of Company, shall be used exclusively for fulfilling orders under this Agreement, and shall be returned to Company upon request.

13. Indemnification. Supplier shall defend, indemnify, and hold harmless Company and its officers, directors, employees, agents, successors, and assigns from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) any breach by Supplier of this Agreement; (b) any negligent or wrongful act or omission by Supplier or its subcontractors; (c) any actual or alleged infringement of any intellectual property right by the Goods or Services; (d) any actual or alleged defect in the Goods; or (e) any violation of applicable law by Supplier.

14. Limitation of Liability. IN NO EVENT SHALL COMPANY BE LIABLE TO SUPPLIER FOR ANY LOSS OF PROFIT, LOSS OF REVENUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. COMPANY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE TO SUPPLIER UNDER THE APPLICABLE PURCHASE ORDER IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

15. Termination. Company may terminate this Agreement or any Purchase Order, in whole or in part, for cause upon written notice to Supplier if Supplier: (a) fails to deliver Goods or Services by the required delivery date and does not cure such failure within 5 days of written notice; (b) breaches any other provision of this Agreement and does not cure such breach within 15 days of written notice; (c) delivers Nonconforming Goods or Nonconforming Services; or (d) becomes insolvent, files a petition for bankruptcy, or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Company may also terminate any Purchase Order for convenience, in whole or in part, upon written notice to Supplier, in which case Company's sole obligation shall be to pay for conforming Goods delivered and conforming Services completed prior to the effective date of termination, less any amounts already paid.

16. Force Majeure. No party shall be liable for any failure or delay in performing its obligations under this Agreement (except for payment obligations) when and to the extent such failure or delay is caused by or results from events beyond the impacted party's reasonable control, including without limitation: acts of God; flood, fire, earthquake, epidemic, pandemic, or explosion; war, invasion, hostilities, terrorist threats or acts, riot or civil unrest; government order, law, or action; national or regional emergency; strikes or labor stoppages; or inability to obtain supplies or materials through no fault of the impacted party (each, a "Force Majeure Event"). The impacted party shall give written notice within 5 days of a Force Majeure Event, stating the expected duration. The impacted party shall use diligent efforts to minimize the effects of and bring an end to the Force Majeure Event. If the Force Majeure Event remains uncured for 30 consecutive days following written notice, either party may thereafter terminate this Agreement upon 10 days' written notice.

17. Assignment. Supplier shall not assign any of its rights or delegate any of its obligations under this Agreement, including by operation of law or change of control, without the prior written consent of Company. Any purported assignment or delegation in violation of this Section is null and void. Company may assign this Agreement without Supplier's consent.

18. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner.

19. No Third-Party Beneficiaries. This Agreement 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.

20. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

21. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Wisconsin, in each case located in Washington County, and each party irrevocably submits to the exclusive jurisdiction of such courts.

22. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement shall be in writing and addressed to the parties at the addresses set forth in the Purchase Order, or to such other address designated by the receiving party in writing. Notices shall be delivered by personal delivery, nationally recognized overnight courier, facsimile with confirmation of transmission, or email or certified or registered mail (return receipt requested, postage prepaid). A notice is effective only upon receipt by the receiving party, provided the sending party has complied with the requirements of this Section.

23. Severability. If any term or provision of this Agreement 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.

24. Waiver. No waiver by Company of any provision of this Agreement is effective unless explicitly set forth in writing and signed by Company. No failure to exercise, or delay in exercising, any right or remedy operates as a waiver thereof.

25. Survival. Provisions of these Terms that by their nature should apply beyond termination or expiration of this Agreement shall remain in force, including without limitation: Warranty, Quality Requirements, Counterfeit Parts, Compliance with Laws, Confidential Information, Intellectual Property, Indemnification, Governing Law, Submission to Jurisdiction, and Survival.

26. Amendment and Modification. This Agreement may only be amended or modified in a writing that specifically states that it amends this Agreement and is signed by an authorized representative of each party.