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MASTER VENDOR AGREEMENT

This Master Vendor Agreement ("Agreement") is made effective as of March 1, 2025 (the "Effective Date"), by and between:

BUYER:
Atlantic Manufacturing Corporation, a Delaware corporation, with principal offices at 2500 Industrial Parkway, Cleveland, Ohio 44114 ("Buyer" or "Atlantic"),

and

VENDOR:
Precision Components Inc., a Michigan corporation, with its principal place of business at 4800 Automation Drive, Detroit, Michigan 48226 ("Vendor" or "Supplier").

RECITALS

{
  "document_type": "vendor_agreement",
  "effective_date": "2025-03-01",
  "parties": {
    "buyer": {
      "name": "Atlantic Manufacturing Corporation",
      "address": "2500 Industrial Parkway, Cleveland, Ohio 44114"
    },
    "vendor": {
      "name": "Precision Components Inc.",
      "address": "4800 Automation Drive, Detroit, Michigan 48226"
    }
  },
  "products_services": {
    "description": "Precision-machined metal components including hydraulic valve bodies, precision gears, bearing housings, and custom machined parts",
    "specifications": "Must conform to Buyer's engineering drawings, specifications, and quality standards as set forth in Exhibit A",
    "approved_substitutions": "No substitutions without Buyer's prior written approval; any approved substitution must be documented in writing"
  },
  "pricing": {
    "price_list": "Exhibit B - Price List",
    "pricing_model": "Volume-based",
    "price_protection": "12 months from Effective Date",
    "price_changes": "60 days written notice after price protection period; Buyer may reject increases over 5% annually with 30 days notice",
    "most_favored_customer": true
  },
  "ordering_delivery": {
    "ordering_process": "Electronic purchase orders via supplier portal or email; deemed accepted unless objection within 48 hours",
    "lead_time": "4 weeks standard; extended lead times for larger orders communicated within 48 hours",
    "delivery_terms": "DDP (Delivered Duty Paid) Incoterms 2020",
    "shipping_method": "Buyer's designated carriers unless otherwise approved; proper packaging required",
    "title_transfer": "Upon delivery at Buyer's facility",
    "risk_of_loss": "Upon delivery at Buyer's facility (consistent with DDP terms)"
  },
  "quality_acceptance": {
    "quality_standards": "ISO 9001:2015 certification required throughout Agreement term",
    "inspection_rights": "Buyer may inspect at Vendor's facility with 48 hours notice; incoming inspections at Buyer's facility",
    "acceptance_period": "30 days from receipt",
    "rejection_process": "Vendor must repair/replace within 10 business days or provide full refund; Vendor bears return shipping costs",
    "warranty": {
      "period": "24 months from delivery",
      "coverage": "Defects in materials, workmanship, and failure to meet Specifications",
      "remedy": "Repair"
    }
  },
  "term_termination": {
    "initial_term": "3 years from Effective Date",
    "renewal": "Automatic 1-year renewals unless 90 days notice of non-renewal",
    "termination_for_convenience": "Buyer may terminate with 90 days written notice; pays for delivered Products and non-repurposable WIP",
    "termination_for_cause": "Either party may terminate immediately for: material breach uncured within 30 days, insolvency/bankruptcy, or cessation of operations"
  },
  "payment": {
    "payment_terms": "Net 45 days; 2% discount for payment within 10 days",
    "invoicing": "Within 5 business days of shipment; must include PO number, part numbers, quantities, pricing",
    "disputed_invoices": "Written dispute notice within 30 days; parties to resolve within 60 days; undisputed amounts remain due"
  },
  "compliance": {
    "regulatory_compliance": true,
    "code_of_conduct": true,
    "audit_rights": true,
    "sustainability": "ISO 14001 environmental practices; annual sustainability reporting; carbon reduction initiatives; RoHS and REACH compliance"
  },
  "insurance_indemnity": {
    "insurance_requirements": [
      "Commercial General Liability: $2,000,000 per occurrence, $5,000,000 aggregate",
      "Product Liability: $5,000,000 per occurrence",
      "Workers' Compensation: As required by law",
      "Automobile Liability: $1,000,000 combined single limit",
      "Umbrella/Excess Liability: $5,000,000"
    ],
    "indemnification": "Vendor indemnifies Buyer for: product defects, negligence/willful misconduct, IP infringement, legal violations, personal injury/property damage",
    "liability_cap": "$5,000,000 or 2x amounts paid in prior 12 months (whichever is greater), excluding third-party indemnification and personal injury claims"
  },
  "confidentiality": {
    "present": true,
    "scope": "Product designs, engineering drawings, pricing, business strategies, customer information, manufacturing processes; survives 5 years after termination"
  },
  "governing_law": "State of Ohio",
  "signatures": {
    "buyer_signed": true,
    "vendor_signed": true,
    "date_signed": "2025-03-01"
  }
}