ATH Electronics Inc. – Purchase Order Terms & Conditions

1. ACCEPTANCE OF TERMS All purchase orders issued by ATH Electronics Inc. (“Buyer”) are expressly conditioned on Seller’s acceptance of these Purchase Order Terms & Conditions. Any additional or conflicting terms proposed by Seller are rejected unless agreed in writing by Buyer. Shipment of goods constitutes Seller’s agreement to these terms.

2. PRICING Prices stated on the PO are fixed and firm. No price increases, surcharges, or additional fees are valid unless authorized in writing by Buyer prior to shipment.

3. FREIGHT TERMS Freight charges must be prepaid or included per the Incoterms stated on the PO. No estimated freight, post‑shipment adjustments, fuel surcharges, or handling fees may be invoiced without prior written approval. If freight is billed separately, charges must equal actual carrier cost with carrier invoice copies provided. No markups permitted. Unauthorized freight costs will be rejected and deducted from payment.

4. DELIVERY Seller shall ship according to the delivery schedule on the PO. Late delivery constitutes material breach authorizing Buyer to cancel the PO, return goods, or source replacement goods at Seller’s expense.

5. NO SUBSTITUTIONS No substitutions or part number changes are allowed without prior written approval of Buyer.

6. QUALITY & AUTHENTICITY Seller certifies that goods are new, unused, authentic OEM product, and fully traceable to manufacturer or authorized source. Counterfeit or used parts require immediate refund or replacement plus any related Buyer damages.

7. INSPECTION & REJECTION Buyer may inspect goods within thirty (30) days of receipt. Non‑conforming goods may be rejected at Seller’s expense for refund or replacement.

8. CANCELLATION Buyer may cancel any PO prior to shipment unless specifically stated and acknowledged in writing as NCNR.

9. EXPORT COMPLIANCE Seller certifies compliance with applicable export laws and accuracy of origin documentation. Any misrepresentation constitutes breach and indemnification obligation.

10. INDEMNIFICATION Seller shall indemnify and hold Buyer harmless from all claims, fines, duties, penalties, losses, or damages arising from pricing errors, freight overbilling, counterfeit or defective goods, export violations, or delivery failures.

11. PAYMENT TERMS Payment terms start only upon receipt, inspection acceptance, and receipt of a correct invoice matching PO pricing. 12. GOVERNING LAW These terms are governed by the laws of the State of New York. 13. ENTIRE AGREEMENT This PO and these Terms & Conditions constitute the entire agreement between Buyer and Seller.