Terms and Conditions of Purchase

Effective Date: September 25, 2026

These Terms and Conditions of Purchase ("Terms") govern all purchases of products, materials, software, documentation, and related services ("Products") by Dcomponents Corporation, its affiliates, subsidiaries, & parent entities (collectively, "Buyer") from any supplier ("Supplier"). Acceptance of any Purchase Order, shipment of Products, commencement of performance, or acceptance of payment constitutes Supplier's agreement to these Terms.

1. Purchase Orders

1.1 All purchases shall be authorized by a written Purchase Order ("PO") issued by Buyer.

1.2 Supplier shall acknowledge receipt of each PO within three (3) business days.

1.3 No change to pricing, specifications, quantities, delivery schedules, or other PO terms shall be effective unless approved in writing by Buyer.

1.4 Buyer reserves the right to cancel any PO containing clerical, pricing, or specification errors prior to shipment.

2. Pricing

2.1 Prices stated in the PO are firm and may not be increased without Buyer's prior written approval.

2.2 Supplier warrants that pricing offered to Buyer is competitive with pricing offered to similarly situated customers purchasing comparable quantities.

2.3 No additional charges, including packaging, handling, customs, transportation, fuel surcharges, tariffs, or administrative fees, shall be invoiced unless expressly approved by Buyer.

2.4 Supplier shall promptly notify Buyer of any manufacturer price reductions affecting purchased Products. The parties shall reasonably cooperate regarding inventory price adjustments when commercially appropriate.

3. Payment Terms

3.1 Unless otherwise agreed in writing, payment terms shall be Net 30 days from receipt of a correct and undisputed invoice.

3.2 Buyer may withhold payment for disputed invoices pending resolution.

3.3 Buyer may offset against any amount due any credits, returns, rebates, warranty claims, debit memos, or other amounts owed by Supplier.

4. Delivery

4.1 Time is of the essence.

4.2 Supplier shall deliver Products in the quantities and by the delivery dates specified in the PO.

4.3 Supplier shall immediately notify Buyer of any anticipated delay.

4.4 Buyer may reject early shipments unless specifically authorized in writing.

4.5 If Supplier fails to meet the required delivery date, Buyer may:

• Cancel all or part of the order;
• Obtain substitute Products from another source;
• Require expedited shipment at Supplier's expense; or
• Recover reasonable direct costs arising from the delay.

4.6 Unless otherwise stated in the PO, title and risk of loss transfer to Buyer upon receipt and acceptance at Buyer's designated location.

4.7 Unless otherwise specified, applicable delivery terms shall be interpreted in accordance with Incoterms® 2020.

5. Authorized Source and Product Authenticity

5.1 Supplier warrants that all Products supplied are:

• Genuine;
• Authentic;
• New and unused;
• Unaltered; and
• Free from counterfeit material.

5.2 Supplier shall source Products only from:

• The Original Equipment Manufacturer (OEM);
• Original Component Manufacturer (OCM);
• Other manufacturer-approved source.

5.3 Products obtained through unauthorized brokers or independent distributors are prohibited unless expressly approved in writing by Buyer.

5.4 Supplier shall maintain complete traceability records identifying the original source and supply chain of Products supplied.

5.5 Traceability records shall be retained for a minimum of seven (7) years and provided upon request.

6. Date Code Requirements

6.1 Unless otherwise approved in writing by Buyer, all semiconductor and electronic component Products shall have a manufacturer date code of eighteen (18) months or newer at the time of shipment.

6.2 Products exceeding the date-code requirement may be rejected or returned at Supplier's expense.

6.3 Any requested exception must receive prior written approval from Buyer before shipment.

7. Counterfeit Material Prevention

7.1 Supplier shall maintain policies and procedures designed to prevent the introduction of counterfeit materials into the supply chain.

7.2 Upon request, Supplier shall provide:

• Certificate of Conformance (CoC);
• Manufacturer certification;
• Lot traceability documentation;
• Date code information;
• Origin information; and
• Other authenticity records reasonably requested by Buyer.

7.3 If counterfeit or suspect counterfeit Products are identified, Supplier shall immediately:

• Replace affected Products;
• Reimburse Buyer for all associated costs;
• Cooperate in any investigation; and
• Take corrective action to prevent recurrence.

8. Storage, Packaging, and Handling

Supplier warrants that all Products have been stored, packaged, handled, and transported in accordance with manufacturer specifications and accepted industry standards, including:

• ESD protection requirements;
• Moisture sensitivity controls;
• Environmental controls;
• Packaging integrity requirements; and
• Safe transportation practices.

Supplier shall disclose any inventory held more than twelve (12) months after receipt from the original manufacturer.

9. Inspection and Acceptance

9.1 All Products shall be subject to inspection and testing by Buyer.

9.2 Acceptance shall not waive Buyer's right to reject Products later determined to be:

• Defective;
• Counterfeit;
• Nonconforming;
• Damaged;
• Improperly documented; or
• In violation of these Terms.

9.3 Buyer may reject Products discovered to be nonconforming at any time within a reasonable period after discovery.

10. Warranties

Supplier warrants that all Products:

• Conform to Buyer specifications and approved documentation;
• Conform to published manufacturer specifications;
• Are free from defects in design, materials, and workmanship;
• Are merchantable;
• Are fit for their intended purpose;
• Comply with applicable laws and regulations;
• Are free from liens and encumbrances; and
• Are authentic and legally distributed.

The warranty period shall be the longer of:

• Twelve (12) months after delivery; or
• Supplier's standard warranty period.

11. Defective Products and Returns

11.1 Buyer may return defective, damaged, counterfeit, obsolete, improperly documented, or nonconforming Products.

11.2 At Buyer's option, Supplier shall:

• Replace the Product;
• Repair the Product;
• Issue full credit; or
• Refund the purchase price.

11.3 Supplier shall bear all freight, replacement, inspection, and associated costs.

11.4 Buyer may submit claims within ninety (90) days following discovery of the defect or nonconformity.

12. Product Changes and End-of-Life Notification

12.1 Supplier shall provide a minimum of one hundred eighty (180) days' written notice of:

• Product discontinuance;
• End-of-Life (EOL) announcements;
• Specification changes;
• Manufacturing process changes;
• Facility transfers; or
• Changes affecting form, fit, function, or reliability.

12.2 Buyer shall have the right to place Last Time Buy orders during the notification period.

13. Regulatory Compliance

Supplier warrants compliance with all applicable laws and regulations of countries into which Buyer regularly sells Products, including the United States, Canada, and member states of the European Union.

Upon request, Supplier shall provide documentation supporting compliance requirements, including:

• RoHS declarations;
• REACH declarations;
• Environmental disclosures;
• Safety certifications;
• Country-of-origin information; and
• Product compliance certificates.

14. Export Control, Trade Compliance, and Sanctions

14.1 Supplier shall comply with all applicable export, import, customs, and trade regulations.

14.2 Supplier shall provide export classification, tariff classification, and country-of-origin information upon request.

14.3 Supplier shall promptly notify Buyer of any trade restrictions or licensing requirements affecting Products supplied.

14.4 Supplier shall not knowingly supply Products whose sale, shipment, importation, exportation, or resale would violate applicable law.

15. Responsible Minerals and Supply Chain Transparency

Supplier shall maintain reasonable due diligence procedures regarding the sourcing of minerals and raw materials used in Products.

Upon request, Supplier shall cooperate with Buyer's customer, regulatory, and reporting obligations regarding responsible sourcing and conflict minerals compliance.

16. Intellectual Property Rights

16.1 Supplier warrants that Products do not infringe any patent, copyright, trademark, trade secret, or other intellectual property right.

16.2 Supplier shall defend, indemnify, and hold harmless Buyer and its customers from all claims arising from alleged intellectual property infringement.

17. Indemnification

Supplier shall indemnify, defend, and hold harmless Buyer, its officers, directors, employees, affiliates, successors, and customers from any claims, damages, losses, liabilities, costs, or expenses arising from:

• Defective Products;
• Counterfeit Products;
• Supplier negligence;
• Personal injury;
• Property damage;
• Breach of warranty;
• Intellectual property infringement;
• Regulatory violations; or
• Breach of these Terms.

18. Insurance

Supplier shall maintain adequate insurance coverage, including:

• Commercial General Liability Insurance;
• Product Liability Insurance; and
• Workers' Compensation Insurance where required by law.

Minimum Product Liability coverage shall be not less than USD $2,000,000 per occurrence unless otherwise agreed.

Buyer may request certificates of insurance at any time.

19. Confidentiality

Any non-public business, technical, financial, commercial, or operational information disclosed by either party shall be treated as confidential.

Confidential information shall be used solely for purposes relating to the business relationship between the parties.

The confidentiality obligation shall survive for five (5) years following disclosure.

20. Limitation of Liability

Except for fraud, willful misconduct, intellectual property infringement, counterfeit product claims, confidentiality breaches, indemnification obligations, or violations of law, neither party shall be liable to the other for indirect, consequential, incidental, special, or punitive damages.

21. Force Majeure

Neither party shall be liable for delays or failures caused by events beyond its reasonable control, including:

• Natural disasters;
• Government actions;
• Transportation disruptions;
• Labor disputes;
• Epidemics;
• Utility interruptions; or
• Similar unforeseeable events.

The affected party shall promptly notify the other party and use commercially reasonable efforts to mitigate the impact.

22. Governing Law

These Terms shall be governed by the laws of the State of Vermont without regard to conflict-of-law principles.

Any dispute arising under these Terms shall be subject to the Rules of Arbitration by the American Arbitration Association (AAA).

23. General Provisions

23.1 These Terms and any applicable Purchase Order constitute the entire agreement between Buyer and Supplier regarding the purchase of Products.

23.2 No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

23.3 Supplier may not assign its rights or obligations without Buyer's prior written consent.

23.4 Failure by Buyer to enforce any provision shall not constitute a waiver of future enforcement.

23.5 If any provision is held to be unenforceable, the remaining provisions shall continue in full force and effect.

23.6 The parties are independent contractors. Nothing herein creates a partnership, joint venture, agency, or employment relationship.

Supplier Acceptance

By accepting, acknowledging, or fulfilling any Purchase Order issued by Dcomponents Corporation, its affiliates, subsidiaries, & parent entities (collectively, "Buyer"), Supplier agrees to be bound by these Terms and Conditions of Purchase, as amended from time to time and posted on Buyer's website.

Last Updated: September 25, 2026
Contact: customerservice@dcomponents.com
Website: www.dcomponents.com