Rev 5/26

TERMS AND CONDITIONS OF SALE

THESE TERMS AND CONDITIONS OF SALE (“Terms”) constitute a binding legal agreement between Pacific Rubber & Packing, Inc. (“PRP”), a California corporation, having its principal place of business at 1160 Industrial Road, Suite 3, San Carlos, California 94070, and the purchaser (“Buyer”) governing all quotations, orders, sales, and deliveries of products and services, including, without limitation, VeriClean Seals™ and VeriClean Qualification services (collectively, the “Products” and “Services,” and together, the “Offerings”).

By placing an order, accepting delivery, or otherwise engaging PRP, Buyer acknowledges and agrees to be bound by these Terms. Acceptance of any order is expressly conditioned upon Buyer’s assent to these Terms, and acceptance is expressly limited to these Terms. PRP hereby objects to and rejects any additional or different terms proposed by Buyer, whether in a purchase order or otherwise, and any such additional or different terms shall have no force or effect unless expressly agreed to in a written agreement signed by an authorized representative of PRP. These Terms constitute the final, complete, and exclusive statement of the agreement between the parties with respect to the subject matter hereof and are intended to operate under and be interpreted in accordance with applicable provisions of the Uniform Commercial Code, including Section 2-207.

  1. Quotations and Orders

All quotations issued by PRP are valid for ninety (90) days from the date of issuance unless noted otherwise. PRP reserves the right to modify or withdraw any quotation at any time prior to acceptance. A minimum line item value of one hundred seventy-five United States dollars (USD $175) applies to all orders. No order shall be binding upon PRP unless and until accepted in writing by PRP or fulfilled by shipment. PRP reserves the right to accept or reject any order in its sole discretion.

  1. Delivery, Title, and Risk of Loss

All Offerings are sold Ex Works (EXW) PRP’s facility or other designated shipping location. Bulk packaging is standard. Non-standard or customer-specific packaging, including, without limitation, special materials, quantities, or labeling, will be specified in the quotation and order acknowledgment. Title to and risk of loss for all Products pass to Buyer upon delivery at PRP’s dock. Buyer shall be solely responsible for all freight, insurance, handling, and transportation costs and risks. Delivery dates provided by PRP are estimates only and shall not be deemed guarantees. PRP shall have no liability for delays in delivery. PRP reserves the right to make partial shipments, each of which shall constitute a separate sale.

  1. Payment Terms and Taxes

All orders shall be prepaid unless Buyer has been granted credit terms in writing by PRP. PRP reserves the right to modify, suspend, or revoke credit at any time. Payments made by credit card or wire transfer may be subject to additional transaction fees. Buyer shall be responsible for all applicable sales, use, value-added, excise, or similar taxes, duties, tariffs, or governmental charges, unless Buyer provides a valid exemption certificate acceptable to PRP. Any undisputed amounts not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Buyer shall be responsible for all costs of collection incurred by PRP, including reasonable attorneys’ fees.

  1. Order Changes, Rescheduling, and Cancellation

Orders may not be rescheduled within four (4) weeks of PRP’s confirmed ship date. Any rescheduling request shall be subject to PRP’s prior written approval and, if approved, shall be limited to one (1) reschedule per line item, and any rescheduled shipment must occur within sixty (60) days of the original confirmed ship date. Cancellation requests made within forty-eight (48) hours of order placement may be reviewed by PRP on a case-by-case basis. Cancellation requests made thereafter may be accepted or rejected at PRP’s sole discretion and may be subject to cancellation fees of up to one hundred percent (100%) of the order value. Notwithstanding the foregoing, Offerings involving controlled manufacturing processes, validation, analytical testing, certification, or documentation requirements, including VeriClean Seals™ and VeriClean Qualification services, shall be non-cancellable once production or performance has commenced.

  1. Inspection, Acceptance, and Returns

Buyer shall inspect all Products promptly upon receipt, and in no event later than thirty (30) days after delivery. Any claim for defect or quality issue must be submitted in writing within such thirty (30) day period. Returns shall not be accepted without a written Return Merchandise Authorization (“RMA”) issued by PRP. Approved returns must be received by PRP within thirty (30) days from issuance of the RMA. If the returned Product is not received by PRP within the thirty (30) day period, the RMA shall be closed and canceled. Returned Products must be unused, unaltered, undamaged, free of non-PRP labels or markings, and in original packaging. PRP reserves the right to reject any returned Product that does not meet these requirements. Products subject to controlled manufacturing, validation, or certification processes, including VeriClean Seals™, shall be non-returnable except in the case of verified manufacturing defects and subject to PRP’s written authorization.

All returned Products shall be subject to inspection and evaluation by PRP upon receipt. If a returned Product is determined to conform to applicable specifications or is otherwise not the responsibility of PRP, PRP reserves the right, in its sole discretion, to charge Buyer an evaluation fee of one hundred fifty United States dollars (USD $150) per RMA. In addition, PRP may charge any applicable return shipping, handling, and related costs, including, without limitation, inspection, testing, handling, and administrative costs. If a returned Product is confirmed to be nonconforming due to PRP’s responsibility, PRP shall, at its sole discretion, repair, replace, or issue a credit for the affected Product. In such case, PRP shall reimburse Buyer for reasonable return shipping costs.

THE FOREGOING REMEDIES SHALL CONSTITUTE BUYER’S SOLE AND EXCLUSIVE REMEDY FOR ANY NONCONFORMING PRODUCTS.

  1. Custom Tooling and Ownership

Buyer acknowledges that certain Offerings may require custom tooling, including, without limitation, pre-production charges (“PPC”), non-recurring setup charges (“NRSUC”), non-recurring engineering charges (“NRE”) to cover expertise, know-how, tooling, jigs, setup and ongoing maintenance necessary for production, and all such charges are non-refundable. All custom tooling, jigs, fixtures, and related equipment, together with any modifications or improvements thereto, shall remain the sole and exclusive property of PRP. Buyer shall not acquire any ownership interest, license rights, or other rights in such tooling or associated processes, and PRP does not permit transfer of such rights. Buyer is purchasing only the finished Products manufactured using such tooling.

  1. Intellectual Property Rights

All intellectual property rights in and to the Offerings, including, without limitation, all manufacturing processes, cleanliness validation methodologies, analytical techniques, testing protocols, documentation formats, specifications, and related know-how, as well as all tools, instrumentation, software, databases, templates, models, and systems developed or used by PRP (collectively, “PRP Background IP”), are and shall remain the exclusive property of PRP. No ownership interest, license, or other rights are granted to Buyer except as expressly set forth herein. Buyer shall not reverse engineer, disassemble, deconstruct, chemically analyze, or otherwise attempt to derive or replicate PRP Background IP or proprietary processes embodied in the Offerings. Buyer may perform reasonable incoming inspection and internal quality verification solely for its internal use and not for the purpose of replication or competitive benchmarking.

  1. Data Ownership and Use

For purposes of these Terms, “Customer Information” means all specifications, drawings, materials, requirements, test parameters, performance criteria, samples, communications, and other information provided by Buyer to PRP in connection with the Offerings. “Engagement Data” means all measurements, images, test results, particulate counts and distributions, analyses, statistical summaries, reports, and other outputs generated by PRP in connection with the Offerings, including data derived from Customer Information.

Buyer retains ownership of Customer Information and Engagement Data. PRP retains ownership of all intellectual property, methodologies, manufacturing controls, cleanliness validation processes, analytical techniques, testing protocols, documentation formats, specifications, software, databases, models, instrumentation, templates, and related know-how used or developed by PRP in connection with the Offerings (collectively, “PRP Background IP”). Engagement Data shall not be deemed “work made for hire,” and no joint ownership is created. Nothing in these Terms grants Buyer any ownership interest, license, or other rights in PRP Background IP except as expressly set forth herein.

Buyer hereby grants PRP a perpetual, irrevocable, worldwide, non-exclusive, royalty-free license to use, reproduce, store, analyze, modify, create derivative works from and otherwise exploit Engagement Data for PRP’s internal business purposes. Such purposes include, without limitation, calibration, validation, process and equipment improvement, statistical analysis, quality control, benchmarking, database development and maintenance, traceability, research and development, and development of analytical tools, software, algorithms, and machine-learning models.

PRP may use, disclose, publish, display, distribute, and commercialize aggregated, anonymized, or de-identified data derived from Engagement Data, including data derived from Customer Information, for any lawful purpose, including, without limitation, marketing materials, industry publications, case studies, benchmarking reports, and development of commercial products or services, provided that such use does not identify Buyer or disclose Buyer-specific or Customer-identifiable information without Buyer’s prior written consent.

PRP shall not disclose Engagement Data in a manner that identifies Buyer except to its employees, affiliates, or contractors with a legitimate need to know who are bound by confidentiality obligations at least as protective as those set forth herein, or as required by law, regulation, or valid legal process. PRP shall not attempt to re-identify Buyer from anonymized or de-identified data and shall not knowingly permit third parties to do so.

PRP may retain Engagement Data for recordkeeping, traceability, calibration baselines, database integrity, quality assurance, and continuous improvement purposes. Nothing in this Section transfers ownership of Customer Information to PRP or ownership of PRP Background IP to Buyer.

  1. Confidentiality

Each party agrees to maintain the confidentiality of the other party’s non-public, proprietary, or confidential information and to use such information solely for purposes of performance under these Terms. PRP’s methodologies, validation processes, analytical techniques, specifications, and related materials shall be deemed confidential information. Buyer shall not disclose such information to any third party except to employees, affiliates, or contractors with a legitimate need to know who are bound by confidentiality obligations at least as protective as those set forth herein, or as required by law.

  1. Product Performance; Industry-Specific Limitations

PRP warrants solely that Products shall meet specification and workmanship standards described in the quotation from PRP. Buyer is solely responsible for evaluating, qualifying, and validating the suitability of the Product for its intended use and assumes all liability arising from such use. Buyer acknowledges that PRP’s Offerings, including VeriClean Seals™ and VeriClean Qualification services, constitute component-level solutions only and are not designed, intended, or warranted as complete systems, finished goods, or regulatory-certified solutions. In any application or use, Accordingly, PRP does not warrant system-level cleanliness, compatibility, reliability, performance, yield outcomes, defect rates, contamination thresholds, or integration success.

Buyer further acknowledges that Offerings involving validation, analytical testing, or certification services involve proprietary methodologies and data and are subject to the data ownership, licensing, and use provisions set forth in Section 8.

  1. Post-Delivery Responsibility

Any cleanliness validation or certification provided by PRP applies solely to the condition of the Product at the time of manufacture and controlled packaging at PRP’s facility. PRP shall have no responsibility for contamination, particulate levels, degradation, or performance changes arising after shipment, including those caused by transportation, storage, handling, environmental exposure, or packaging compromise. Upon opening or alteration of packaging, Buyer assumes full responsibility for maintaining appropriate environmental, cleanroom, handling, and contamination controls. Any subsequent testing or evaluation performed by Buyer or third parties shall not be attributed to PRP unless expressly agreed in writing.

  1. Regulatory Compliance and Export Control

Buyer is solely responsible for determining and complying with all applicable laws, regulations, and industry standards, including, without limitation, those applicable to semiconductor manufacturing, aerospace systems, and medical devices. PRP does not provide regulatory certification of Buyer’s finished goods or systems. Buyer acknowledges and agrees that it has not relied, and is not relying, on any representations, warranties, statements, or information of any kind, whether oral or written, express or implied, other than those expressly set forth in PRP’s written specifications and these Terms. Buyer further acknowledges that any technical guidance, recommendations, test data, or other information provided by PRP is for informational purposes only and does not constitute a representation or warranty of performance, suitability, or regulatory compliance. Buyer expressly waives any claim based on any alleged reliance on any information not expressly set forth in these Terms.

Buyer shall comply with all applicable export control and sanctions laws and shall not export, re-export, or transfer any Offering in violation of such laws.

  1. Warranty Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE OFFERINGS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PRP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

  1. Indemnification

Buyer shall indemnify, defend, and hold harmless PRP and its officers, directors, employees, and agents from and against any and all claims, demands, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to Buyer’s use, misuse, integration, modification, resale, or distribution of the Offerings, including, without limitation, any system-level failures, regulatory violations, or third-party claims. PRP shall promptly notify Buyer of any such claim and shall reasonably cooperate in the defense thereof at Buyer’s expense. Buyer shall have control of the defense and settlement of such claim, provided that Buyer shall not settle any claim in a manner that imposes any liability, admission, or obligation on PRP without PRP’s prior written consent, which shall not be unreasonably withheld.

PRP shall indemnify, defend, and hold harmless Buyer from and against any third-party claim that a Product, as delivered by PRP and not modified by Buyer or any third party, infringes any valid United States patent, trademark, or copyright, provided that Buyer promptly notifies PRP of such claim and allows PRP to have sole control of the defense and settlement of such claim. PRP may, at its option and expense, procure for Buyer the right to continue using the Product, modify or replace the Product so that it becomes non-infringing, or, if neither of the foregoing is commercially reasonable, refund the purchase price paid for the affected Product upon its return.

PRP shall have no obligation or liability under this Section to the extent that any claim arises from or relates to (a) any modification of the Product not made by PRP, (b) the combination of the Product with any other product, system, or process not supplied by PRP, (c) Buyer’s specifications or instructions, or (d) use of the Product in a manner not intended or permitted by PRP.

  1. Limitation of Liability

To the fullest extent permitted by applicable law, PRP’s aggregate liability arising out of or relating to any claim, whether in contract, tort (including negligence), strict liability, or otherwise, shall not exceed the total amount actually paid by Buyer to PRP for the specific Offering giving rise to such claim. PRP shall not be liable for any claim to the extent arising from Buyer’s specifications, design, or instructions.

PRP shall have no liability for any failure or delay in performance to the extent excused under Section 17 (Force Majeure).

To the fullest extent permitted by applicable law, PRP shall not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including, without limitation, loss of profits, loss of production, loss of use, loss of data, business interruption, cost of substitute goods, yield loss,  production interruption, system failure, regulatory rejection, or recall costs, even if PRP has been advised of the possibility of such damages.

Without limiting the foregoing, PRP shall not be liable for any costs, losses, or damages arising out of or relating to any event described in Section 17 (Force Majeure).

The limitations set forth in this Section shall apply notwithstanding any failure of essential purpose and shall apply regardless of the form of action or legal theory asserted.

  1. Insurance

Buyer shall maintain commercially reasonable insurance coverage appropriate to its use of the Offerings, including general liability and product liability insurance. PRP shall maintain insurance as required by applicable law.

  1. Force Majeure

PRP shall not be liable for any  failure or delay in the performance of its obligations under these Terms (other than payment obligations) to the extent caused by events beyond PRP’s reasonable control, including, without limitation, natural disasters (e.g., earthquakes, fires, floods, hurricanes, tornadoes); acts of war, terrorism, military action, armed conflict, or hostilities (whether declared or undeclared), civil unrest, riots, or insurrection; governmental or regulatory actions (including embargoes, sanctions, export or import restrictions, tariffs, or changes in law); pandemics, epidemics, or public health emergencies; labor disputes, strikes, lockouts, or work stoppages; failures or disruptions of utilities, power, or telecommunications; cyberattacks, cyber warfare, or information system failures; raw material shortages; failures or delays of suppliers, subcontractors, or logistics providers; transportation disruptions or delays; or any other events or circumstances beyond PRP’s reasonable control, whether similar or dissimilar to the foregoing.

PRP’s performance shall be suspended for the duration of the Force Majeure event, and PRP shall have a reasonable period of time thereafter to resume performance. PRP may, at its sole discretion, allocate available inventory, production capacity, and resources among its customers in a commercially reasonable manner during any such event.

PRP shall not be required to procure substitute goods, materials, or services from alternate sources at commercially unreasonable prices or terms.

  1. No Audit Rights

Nothing in these Terms shall be construed as granting Buyer any right to audit, inspect, or access PRP’s facilities, processes, validation methodologies, or proprietary information unless expressly agreed in a separate written agreement signed by PRP.

  1. Trademark and Publicity

Buyer shall not use PRP’s trademarks, including VeriClean Seals™, in any advertising, marketing materials, or public statements without PRP’s prior written consent and shall not imply endorsement beyond that expressly provided.

  1. Dispute Resolution and Venue

Any dispute arising out of or related to these Terms shall be resolved exclusively in the state or federal courts located within the State of California, and the parties hereby irrevocably submit to the exclusive jurisdiction and venue of such courts. PRP shall be entitled to seek injunctive or equitable relief in any jurisdiction to protect its intellectual property or confidential information.

  1. Attorneys’ Fees

In any action, suit, or proceeding arising out of or relating to these Terms or the transactions contemplated hereby, whether in contract, tort, or otherwise, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs incurred, in addition to any other relief to which such party may be entitled.

  1. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods.

  1. Assignment

Buyer may not assign or transfer its rights or obligations under these Terms without the prior written consent of PRP, and any attempted assignment in violation of this provision shall be void.

  1. Headings

Section headings are for convenience only and shall not affect the interpretation, meaning, or construction of these Terms.

  1. Severability and Waiver

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of PRP to enforce any provision shall not constitute a waiver of future enforcement.

  1. Entire Agreement and Modification

These Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, communications, or understandings. PRP reserves the right to amend or revise these Terms at any time, and the then-current version shall apply to all future transactions.