Supplier Terms & Conditions

Updated: February 11, 2026

GENERAL
These Terms and Conditions (“Terms”) govern all purchase orders (“Orders” or “POs”) issued by Polymer Technologies, Inc. (“PTI” or “Buyer”) to any supplier, vendor, or contractor (“Supplier”). By accepting an Order, Supplier agrees to be bound by these Terms. These Terms supersede any conflicting terms in Supplier’s quotations, acknowledgments, invoices, or other documents. No modification of these Terms shall be binding unless agreed to in writing and signed by an authorized representative of PTI.
ACCEPTANCE AND ORDER OF PRECEDENCE
Supplier’s acceptance of an Order is expressly limited to these Terms. Commencement of work, shipment of goods, or performance of services constitutes acceptance. In the event of conflict, the order of precedence shall be: (1) the specific terms of the Order; (2) these Terms; (3) any specifications or drawings referenced in the Order; and (4) Supplier’s quotation.
PRICING AND PAYMENT
1. Prices are firm and fixed unless otherwise stated in the Order. Supplier warrants that prices charged are no higher than those charged to any other customer for similar quantities and terms.
2. Payment terms are as specified on the Order. Unless otherwise stated, payment terms are Net 45 days from receipt of a proper invoice and acceptable delivery. Payment shall not constitute acceptance.
3. Invoices must reference PTI’s Order number, line item numbers, quantities, and unit prices. Invoices should be submitted to invoices@pti.tech.
4. PTI may set off any amounts owed by Supplier to PTI against amounts payable under any Order.
DELIVERY AND RISK OF LOSS
1. Time is of the essence. Supplier shall deliver goods and perform services in accordance with the delivery schedule specified in the Order.
2. Supplier shall immediately notify PTI of any actual or anticipated delay and shall use commercially reasonable efforts to mitigate such delay at no additional cost to PTI.
3. Unless otherwise specified, delivery terms are FOB Origin. Title and risk of loss shall pass to PTI upon delivery to the carrier.
4. PTI reserves the right to reject early deliveries or delay payment for early deliveries until the scheduled delivery date.
INSPECTION AND ACCEPTANCE
1. All goods and services are subject to inspection and testing by PTI at any time and place, including during manufacture. Final inspection shall occur at PTI’s facility within a reasonable time after delivery.
2. PTI may reject goods or services that fail to conform to specifications, drawings, samples, or the Order. Rejected items shall be held at Supplier’s risk and expense pending Supplier’s disposition instructions.
3. Payment, inspection, or use of goods shall not constitute acceptance and shall not limit PTI’s rights or remedies.
WARRANTY
1. Supplier warrants that all goods and services delivered under any Order:
  1. Conform strictly to all specifications, drawings, samples, and requirements stated in the Order;
  2. Are free from defects in design (if designed by Supplier), materials, and workmanship;
  3. Are merchantable and fit for their intended purpose;
  4. Are new and not refurbished, remanufactured, or containing counterfeit parts;
  5. Do not infringe any patent, trademark, copyright, trade secret, or other intellectual property right; and
  6. Are produced and delivered in compliance with all applicable laws and regulations.
2. Supplier shall promptly repair or replace nonconforming goods at Supplier’s expense, including transportation costs.
INTELLECTUAL PROPERTY AND TOOLING
1. PTI Intellectual Property.
  1. All designs, specifications, drawings, data, tooling, molds, fixtures, patterns, dies, jigs, and other items provided by PTI or created by Supplier specifically for PTI under an Order (“PTI IP”) shall be and remain the sole and exclusive property of PTI.
  2. Supplier hereby assigns and agrees to assign to PTI all right, title, and interest in and to any work product, inventions, designs, and developments created or conceived by Supplier in connection with any Order, including all intellectual property rights therein.
  3. Supplier shall execute all documents and take all actions reasonably requested by PTI to evidence, perfect, and protect PTI’s ownership rights.
2. Tooling and Molds.
  1. All tooling, molds, dies, patterns, fixtures, and similar items (“Tooling”) paid for in whole or in part by PTI, or created specifically for PTI, shall be PTI’s exclusive property.
  2. Supplier shall not use PTI Tooling for any purpose other than fulfilling Orders from PTI without PTI’s prior written consent.
  3. Upon PTI’s request or termination of the business relationship, Supplier shall immediately deliver all Tooling to PTI or its designee in good working condition, reasonable wear and tear excepted.
  4. Supplier shall maintain adequate insurance covering loss or damage to PTI’s Tooling while in Supplier’s possession.
3. Design Deliverables. For Orders involving design services, including but not limited to 3D models, 2D drawings, CAD files, and engineering documentation: (a) all deliverables shall be provided in native file formats (e.g., STEP, IGES, or as specified) and PDF format; (b) all deliverables shall become PTI’s exclusive property upon creation; and (c) Supplier shall retain no right to use such deliverables for any other customer or purpose.
CONFIDENTIALITY
1. “Confidential Information” means all non-public information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), including but not limited to: technical data, drawings, specifications, designs, business information, pricing, customer information, and any information marked or identified as confidential.
2. The Receiving Party shall: (i) hold all Confidential Information in strict confidence; (ii) use Confidential Information solely to fulfill Orders; (iii) not disclose Confidential Information to any third party without the Disclosing Party’s prior written consent; and (iv) limit internal access to Confidential Information to employees with a need to know.
3. Neither party shall publicize, advertise, or disclose to any third party the existence of their business relationship or the existence or terms of any Order, without the other party’s prior written consent.
4. Each party’s confidentiality obligations shall survive termination of any Order and shall continue for a period of five (5) years thereafter, or indefinitely for trade secrets.
5. Upon the Disclosing Party’s request or completion of the Order, the Receiving Party shall return or destroy all Confidential Information and certify such destruction in writing.
INDEMNIFICATION
Supplier shall defend, indemnify, and hold harmless PTI, its affiliates, officers, directors, employees, agents, customers, and successors (“Indemnified Parties”) from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) Supplier’s breach of any warranty, representation, or obligation under these Terms or any Order; (b) any actual or alleged infringement of any intellectual property right by goods or services provided by Supplier; (c) any defect in design, material, or workmanship of goods provided by Supplier; (d) any negligent or wrongful act or omission of Supplier or its personnel; (e) Supplier’s violation of any applicable law or regulation; or (f) any claim by Supplier’s employees or subcontractors. This indemnification obligation shall survive termination or completion of any Order.
LIMITATION OF LIABILITY
EXCEPT FOR SUPPLIER’S INDEMNIFICATION OBLIGATIONS, BREACHES OF CONFIDENTIALITY, OR INFRINGEMENT OF PTI’S INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. NOTHING IN THESE TERMS SHALL LIMIT SUPPLIER’S LIABILITY FOR PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE CAUSED BY SUPPLIER’S NEGLIGENCE OR WILLFUL MISCONDUCT.
INSURANCE
Supplier shall maintain at its own expense the following minimum insurance coverages:
1. Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate;
2. Products/Completed Operations: $1,000,000 per occurrence / $2,000,000 aggregate;
3. Workers’ Compensation: As required by law;
4. Employer’s Liability: $500,000 per accident;
5. Automobile Liability: $1,000,000 combined single limit.
  Supplier shall name PTI as an additional insured on commercial general liability and products liability policies. Supplier shall provide certificates of insurance upon request and shall provide thirty (30) days’ prior written notice of cancellation or material modification of coverage.
COMPLIANCE WITH LAWS AND EXPORT CONTROLS
1. General Compliance. Supplier shall comply with all applicable federal, state, local, and foreign laws, regulations, and ordinances, including but not limited to:
  1. Fair Labor Standards Act and applicable wage and hour laws;
  2. Occupational Safety and Health Act;
  3. Environmental laws and regulations;
  4. Anti-corruption laws, including the Foreign Corrupt Practices Act;
  5. Anti-trafficking and forced labor laws.
2. Export Controls and ITAR
  1. Supplier acknowledges that goods, technical data, and services may be subject to U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR) (22 CFR Parts 120-130) and the Export Administration Regulations (EAR) (15 CFR Parts 730-774).
  2. Supplier shall not export, re-export, or transfer any goods, technical data, or defense articles to any foreign person, entity, or country without proper authorization.
  3. Supplier represents and warrants that it is not listed on any U.S. government denied parties, debarred, or excluded parties lists.
  4. For ITAR-controlled items, Supplier shall ensure that only U.S. persons (as defined in ITAR) have access to such items unless proper export licenses are obtained.
GOVERNMENT CONTRACTS AND DFARS COMPLIANCE
1. When an Order is placed in support of a U.S. Government contract, all applicable FAR and DFARS clauses are incorporated by reference and shall flow down to Supplier.
2. Supplier shall comply with DFARS 252.204-7012 (Safeguarding Covered Defense Information and Cyber Incident Reporting) and implement security controls in accordance with NIST SP 800-171.
3. Supplier shall notify PTI immediately of any cyber incidents affecting covered defense information and shall provide the DoD incident report number to PTI as soon as practicable.
4. Supplier shall notify PTI before submitting any request to vary from NIST SP 800-171 security requirements to the Contracting Officer.
AS9100D AND AEROSPACE QUALITY REQUIREMENTS
When an Order specifies aerospace application or references AS9100, the following additional requirements apply:
1. Implement a quality management system
2. PTI reserves the right to final approval of products, services, methods, processes, equipment, and release of products and services.
3. Use customer approved external providers, including special process sources
4. All special processes must be performed by competent persons with appropriate certifications.
5. PTI reserves the right to control and monitor quality and delivery performance.
6. PTI reserves the right to approve or specify design controls, special requirements, critical items, and key characteristics.
7. Supplier shall notify PTI of nonconforming processes, products, or services and obtain approval for their disposition.
8. Supplier shall have a program to prevent the use of counterfeit parts.
9. Supplier shall notify PTI of changes to processes, products, services, external providers, or location of manufacture and obtain PTI approval before implementing such changes.
10. Supplier shall flow down applicable requirements, including customer requirements, to sub-tier suppliers.
11. Supplier shall provide test specimens for design approval, inspection, verification, investigation, or auditing.
12. Supplier shall maintain quality documentation for a minimum of ten (10) years. Calibration records must be retained for ten (10) years from completion of the Order. Supplier shall contact PTI prior to disposition of quality records.
13. Supplier shall ensure that persons are aware of their contribution to product conformity, product safety, and the importance of ethical behavior.
14. PTI reserves the right of access by our representative, our customers, and any regulatory authorities to the applicable areas of all facilities, at any level of the supply chain involved in the order and to applicable documentation.
CHANGES
PTI may at any time make changes to an Order, including changes to drawings, specifications, delivery schedules, quantities, or method of shipment. If such changes affect cost or delivery, Supplier shall notify PTI in writing within ten (10) business days. Any adjustment shall be mutually agreed upon in writing before Supplier proceeds with the changed work. No change shall be binding on PTI unless authorized in writing by PTI’s authorized representative.
TERMINATION
1. Termination for Convenience
  PTI may terminate any Order, in whole or in part, at any time for convenience by written notice. Upon such termination, Supplier shall: (a) stop work as directed; (b) terminate all subcontracts relating to the terminated work; and (c) protect and preserve property in Supplier’s possession in which PTI has an interest. PTI’s sole liability shall be to pay for goods delivered and accepted and reasonable costs of work in progress, not to exceed the Order price.
2. Termination for Cause
  PTI may terminate any Order, in whole or in part, for cause if Supplier: (a) fails to deliver goods or perform services by the specified date; (b) fails to comply with any term of these Terms or the Order; (c) becomes insolvent or files for bankruptcy; or (d) makes any misrepresentation. Upon termination for cause, PTI shall have no liability to Supplier except for conforming goods delivered and accepted prior to termination. Supplier shall be liable to PTI for all excess costs incurred by PTI in procuring substitute goods or services.
FORCE MAJEURE
Neither party shall be liable for delays or failures in performance resulting from causes beyond its reasonable control, including acts of God, war, terrorism, pandemic, government actions, or natural disasters, provided that the affected party gives prompt written notice and uses reasonable efforts to mitigate the delay. If a force majeure event continues for more than sixty (60) days, PTI may terminate the affected Order without liability.
DISPUTE RESOLUTION AND GOVERNING LAW
1. These Terms and all Orders shall be governed by the laws of the State of New Jersey, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
2. Any dispute arising out of or relating to these Terms or any Order shall first be subject to good faith negotiations between the parties. If not resolved within thirty (30) days, the dispute may be submitted to the state or federal courts located in New Jersey, and both parties consent to the exclusive jurisdiction of such courts.
3. Supplier shall continue performance during any dispute unless otherwise directed by PTI.
MISCELLANEOUS
1. Assignment. Supplier shall not assign any Order or any rights or obligations hereunder without PTI’s prior written consent.
2. Waiver. No waiver of any provision shall be effective unless in writing. Failure to enforce any right shall not constitute a waiver of that right.
3. Severability. If any provision is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.
4. Entire Agreement. These Terms and the Order constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.
5. Survival. Provisions relating to warranty, intellectual property, confidentiality, indemnification, limitation of liability, and any other provisions that by their nature should survive, shall survive termination or completion of any Order.
6. Notices. Notices shall be in writing and sent to the addresses specified in the Order. Communications regarding Orders should be directed to the buyer listed on the Purchase Order.
7. Independent Contractor. Supplier is an independent contractor. Nothing herein creates an employment, agency, joint venture, or partnership relationship.

Revision: 021126

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