General Terms and Conditions for Purchase Orders

Effective Date:  January 7, 2025

1. ACCEPTANCE:
This purchase order (“PO”) constitutes an offer to buy goods and/or services on the terms and conditions set out below and on the face of the PO. To the extent permitted by law, commencement of work, shipment of goods or acknowledgement of this PO in any manner shall constitute acceptance of this offer and the creation of a binding agreement.

2. RIGHT TO AUDIT:
Supplier grants to Brock Solutions access to all pertinent information and materials, including, but not limited to, books, records, payroll data, receipts,
correspondence parts, tools, fixtures, equipment and gages and other documents/materials of Supplier, its applicable affiliates, subsidiaries, and subcontractors, for the purpose of auditing Supplier’s charges under, and compliance with, this agreement. Supplier will preserve these documents/materials for a period of (3) three years after the final payment under this agreement. Supplier will segregate its records and otherwise cooperate with Brock Solutions so as to facilitate the audit.

3. CHANGES:
Brock Solutions reserves the right at any time to direct changes, or cause Supplier to make changes, to drawings and specifications ofthe goods or to otherwise change the scope of the work covered by this agreement including work with respect to such matters as inspection, testing or quality control, and Supplier agrees to (a) promptly make such changes, and (b) accept any subsequently issued contracts implementing such changes. Any difference in price or time for performance resulting from such changes shall be equitably adjusted by Brock Solutions after receipt of documentation in such form and detail as Brock Solutions may direct.

4. SUPPLIER QUALITY AND DEVELOPMENT; INSPECTION:
Supplier shall comply with all quality requirements and procedures specified by Brock Solutions, as revised from time to time. In addition, Brock Solutions shall have the right to enter Supplier’s facility at reasonable times to inspect the facility, goods, materials, and any property of Brock Solutions covered by this agreement. Brock Solutions’ inspection of the goods, whether during manufacture, prior to delivery or within a reasonable time after delivery, shall not constitute acceptance of any work-in-process or finished goods.

5. FORCE MAJEURE:
Any delay or failure of either party to perform its obligations shall be excused if Supplier is unable to produce, sell or deliver, or Brock Solutions is unable to accept delivery, buy or use, the goods or services covered by this agreement, as the result of an event or occurrence beyond the reasonable control of the party and without its fault or negligence, including, but not limited to, acts of God, fires, floods, windstorms, explosions, riots and natural disasters; provided that written notice of such delay (including the anticipated duration of the delay) shall be given by the affected party to the other party as soon as possible after the event or occurrence (but in no event more than 10 days thereafter). During the period of such delay or failure to perform by Supplier, Brock Solutions, at its option, may purchase goods and services from other sources and reduce its schedules to Supplier by such quantities, without liability to Supplier, or have Supplier provide the
goods and services from other sources in quantities and at times requested by Brock Solutions, and at the price set forth in this agreement. If requested by Brock Solutions, Supplier shall, within 10 days, provide adequate assurances that the delay shall not exceed 30 days. If the delay lasts more than 30 days or Supplier does not provide adequate assurance that the delay will cease within 30 days, Brock Solutions may immediately terminate this agreement without liability. In
addition, Supplier at its expense shall take such actions as are necessary to ensurethe supply of goods and services to Brock Solutions for a period of at least 30 days during any anticipated labour disruption or resulting from the expiration of Supplier’s labour agreement(s).

6. WARRANTY:
Supplier warrants/guarantees that the goods covered by this agreement will conform to the specifications, drawings, samples, or descriptions furnished to or by Brock Solutions, and will be merchantable, of good material and workmanship and free from defect. In addition, Supplier acknowledges that Supplier knows of Brock Solutions’ intended use and warrants/guarantees that all goods covered by this agreement that have been selected, designed, manufactured, or assembled by Supplier based upon Brock Solutions’ stated use will be fit and sufficient for the particular purposes intended by Brock Solutions. The warranty period shall be one (1) year from receipt of the goods by Brock Solutions.

7. INSOLVENCY:
Brock Solutions may immediately terminate this agreement without liability to Supplier in any of the following or any other comparable events: (a) insolvency of Supplier; (b) filing of a voluntary petition in bankruptcy by Supplier; (c) filing of any involuntary petitionin bankruptcy against Supplier; (d) appointment of a receiver or trustee for Supplier; or (e) execution of an assignment for the benefit of creditors by Supplier, provided that such petition, appointment or assignment is not vacated or nullified within 15 days of such event. Supplier shall reimburse Brock Solutions for all costs incurred by Brock Solutions in connection with any of the foregoing, including, but not limited to, all attorney’s or other professional fees.

8. TERMINATION FOR BREACH OR NONPERFORMANCE; SALE OF ASSETS OR CHANGE IN CONTROL:
Brock Solutions reserves the right to terminate all or any part of this agreement, without liability to Supplier, if Supplier: (a) repudiates or breaches any of the terms of this agreement, including Supplier’s warranties; (b) fails to perform services or deliver goods as specified by Brock Solutions; (c) fails to make progress so as to endanger timely and proper completion of services or delivery of goods; and does not correct such failure or breach within 10 days (or such shorter period of time if commercially reasonable under the circumstances) after receipt of written notice from Brock Solutions specifying such failure or breach. In addition, Brock Solutions may terminate this agreement upon giving at least 60 days’ notice to Supplier, without liability to Supplier, if Supplier (i) sells, or offers to sell, a material portion of its assets, or (ii) sells or exchanges, or offers to sell or exchange, or causes to be sold or exchanged, a sufficient amount of its stock that effects a change in the control of Supplier.

9. TERMINATION FOR CONVENIENCE:
In addition to any other rights of Brock Solutions to terminate this agreement, Brock Solutions may, at its option, immediately terminate all or any part of this agreement, at any time and for any reason, by giving written notice to Supplier. Upon such termination, Brock Solutions shall pay to Supplier the following amounts without duplication: (a) the agreement price for all goods or services that have been completed in accordance with this agreement and not previously paid for; and (b) the actual costs of work-in-process and raw materials incurred by Supplier in furnishing the goods or services under this agreement to the extent such costs are reasonable in amount and are properly allocable or apportionable under generally accepted accounting principles to the terminated portion of this agreement; less,
however, the sum of the reasonable value or cost (whichever is higher) of any goods or materials used or sold by Supplier with Brock Solutions’ written consent, and the cost of any damaged or destroyed goods or material.

10. INTELLECTUAL PROPERTY:
Supplier agrees: (a) to defend, hold harmless and indemnify Brock Solutions, its successors and end-customers against any claims of infringement (including patent, trademark, copyright, industrial design right, or other proprietary right, or misuse or misappropriation of trade secret) and resulting damages and expenses (including attorney’s and other professional fees) arising in any way in relation to the goods or services contracted, including such claims where Supplier has provided only part of the goods or services; Supplier expressly waives any claim against Brock Solutions that such infringement arose out of compliance with Brock Solutions’ specification; (b) that Brock Solutions or Brock Solutions’ subcontractor has the right to repair, reconstruct, or rebuild the specific goods delivered under this agreement without payment of any royalty to Supplier; (c) that parts manufactured based on Brock Solutions’ drawings and/or specifications may not be used for its own use or sold to third parties without Brock Solutions’ express written authorization; and (d) to the extent that this agreement is issued for the creation of copyrightable works, the works shall be considered “works made for hire;” to the extent that the works do not qualify as “works made for hire,” Supplier hereby assigns to Brock Solutions all right, title and interest in all copyrights and waives any moral rights therein.

11. INDEMNIFICATION:
Supplier shall indemnify and hold Brock Solutions harmless from and against any liability, claims, demands or expenses (including attorney’s and other professional fees) for damages, losses or injuries to Brock Solutions, its employees, its affiliated companies and their employees, end-customers, and/or any other person arising out of or in connection with Supplier’s performance of the work covered by this PO, except for such liability, claim, or demand arising out of the sole
negligence of Brock Solutions.

12. INSURANCE:
Supplier shall maintain insurance coverage(s) suitable for the work covered by this PO. Supplier shall furnish to Brock Solutions either a certificate showing such suitability or certified copies of all insurance policies within 10 days of Brock Solutions’ written request. The certificate will provide that Brock Solutions will receive 30 days’ prior written notice from the insurer of any termination or reduction in the amount or scope of coverage. Supplier’s furnishing of certificates of insurance or purchase of insurance shall not release Supplier of its obligations or liabilities under this agreement.

13. REMEDIES:
The rights and remedies reserved to Brock Solutions in this agreement shall be cumulative with, and additional to, all other or further remedies provided in law or equity. Without limiting the foregoing, should any goods fail to conform to the warranties set forth in this agreement, Brock Solutions shall notify Supplier accordingly and Supplier shall reimburse Brock Solutions for any damages caused by such nonconforming goods. If requested by Brock Solutions, Supplier will enter into a separate agreement for the administration or processing of warranty chargebacks for nonconforming goods.

14. CUSTOMS; EXPORT CONTROLS:
Credits or benefits resulting or arising from this agreement, including trade credits, export credits or the refund of duties, taxes or fees, shall belong to Brock Solutions. Supplier shall provide all information necessary (including written documentation and electronic transaction records) to permit Brock Solutions to receive such benefits or credits, as well as to fulfill its customs related obligations, origin marking or labelling requirements and local content origin requirements, if any. Export licenses or authorizations necessary for the export of the goods shall be the responsibility of Supplier unless otherwise indicated in this agreement, in which event Supplier shall provide such information as may be necessary to enable Brock Solutions to obtain such licenses or authorization(s). Supplier shall undertake such arrangements as necessary for the goods to be covered by any duty deferral or free trade zone program(s) of the country of import.

15. SETOFF/RECOUPMENT:
In addition to any right of setoff or recoupment provided by law, all amounts due to Supplier shall be considered net of indebtedness of Supplier and its affiliates/subsidiaries to Brock Solutions and its affiliates/subsidiaries; and Brock Solutions shall have the rightto setoff against or to recoup from any amounts due to Supplier and its affiliates/subsidiaries from Brock Solutions and its affiliates/subsidiaries.

16. COMPLIANCE WITH LAWS; EMPLOYMENT/BUSINESS PRACTICES:
Supplier, and any goods or services supplied by Supplier, shall comply with all applicable laws, rules, regulations, orders, conventions, ordinances or standards of the country(ies) of destination or that relate to the manufacture, labeling, transportation, importation, exportation, licensing, approval or certification of the goods or services, including, but not limited to, those relating to environmental matters, data protection and privacy, wages, hours and conditions of employment, subcontractor selection, discrimination and occupational health/safety. Supplier further represents that neither it nor any of its subcontractors will utilize child, slave, prisoner or any other form of forced or involuntary labour, or engage in abusive employment practices, in the supply of goods or provision of services under this
agreement. Supplier agrees to comply with all applicable anti-corruption laws, including the U.S. Foreign Corrupt Practices Act,and that neither it nor any of its subcontractors will directly or indirectly provide or offer to provide, anything of value to or for the benefit of, any official or employee of a governmental authority to obtain or retain any agreement, business opportunity, or other benefit, or to influence any act or decision of that person in his/her official capacity. At Brock Solutions’ request, Supplier shall certify in writing its compliance with the foregoing. Supplier shall indemnify and hold Brock Solutions harmless from and against any liability claims, demands or expenses (including attorney’s or other professional fees) arising from or relating to Supplier’s noncompliance.

17. NO IMPLIED WAIVER:
The failure of either party at any time to require performance by the other party of any provision of this agreement shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver of either party of a breach of any provision of this agreement constitute a waiver of any succeeding breach of the same or any other provision.

18. NON-ASSIGNMENT:
Unless otherwise specifically prohibited by applicable law, Supplier may not assign or delegate its rights or obligations under this agreement without Brock
Solutions’ prior written consent.

19. RELATIONSHIP OF PARTIES:
Supplier and Brock Solutions are independent contracting parties and nothing in this agreement shall make either party the agent or legal representative of the other for any purpose whatsoever, nor does it grant either party any authority to assume or to create any obligation on behalf of or in the name of the other.

20. GOVERNING LAW; DISPUTES:
This agreement is to be construed according to the laws of the country (and state/province/territory, if applicable) from which this agreement is issued as shown by the address of Brock Solutions, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods and any conflict of law provisions that would require application of another choice of law. At Brock Solutions’ election, any dispute, claim or controversy arising out of or relating to this agreement or its breach, termination, enforcement, interpretation, or validity shall be resolved by litigation or arbitration. If arbitration is elected, any such dispute, claim or controversy shall be determined by final and binding arbitration under the ADR Chambers Arbitration Rules. The seat of arbitration shall be Toronto, Ontario, and the arbitration may be conducted in person, virtually, or in a hybrid format as agreed by the parties or directed by the arbitrator. The number of arbitrators shall be one. The arbitrator shall be selected from any of the arbitrators rostered at Arbitration Place (Toronto) or JAMS. The costs of the arbitrator and the administrative costs of the arbitration shall be divided equally between the parties.

21. SEVERABILITY:
If any term(s) of this agreement is invalid or unenforceable under any statute, regulation, ordinance, executive order or other rule of law, such term(s) shall be
deemed reformed or deleted, as the case may be, but only to the extent necessary to comply with such statute, regulation, ordinance, order or rule, and the remaining provisions of this agreement shall remain in full force and effect.

22. ENTIRE AGREEMENT:
This agreement, together with the attachments, exhibits, supplements or other terms of Brock Solutions specifically referenced in this agreement, constitutes the entire agreement between Supplier and Brock Solutions with respect to the matters contained in this agreement and supersedes all prior oral or written representations and agreements. This agreement may only be modified by a agreement amendment issued by Brock Solutions