SUPASTRIP INC

                       TERMS AND CONDITIONS FOR PURCHASING

1. INTERPRETATION: In these Conditions:

“Buyer” means the person who purchases Goods from the Seller, as stated in the Order behalf of the Supastrip Inc.

«Conditions” means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.

«Contract” means a contract for the sale and purchase of Goods between the Seller and the Buyer in accordance with these Conditions.

«Delivery Address” means the address for delivery stated in the Order. «Goods” means the goods and/or services (including any instalment of the goods or services, or any part of them) described in the Order.

«Order” means the Buyer’s purchase order to which these Conditions are annexed.

«Price» means the price of the Goods calculated in accordance with Condition 4. “Seller” means the person who accepts (or is deemed to accept) the Buyers Order, as stated in the Order. 

“Specification» includes any plans, drawings, data or other information relating to the Goods.

The words «include» and «including» shall be construed without limitation.

A reference to a law or statute is a reference to it as it is in force for the time being taking account of any amendment. extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it.

Words denoting the singular shall include the plural number and vice versa and words denoting the masculine gender shall include the feminine and neuter genders.

2. BASIS OF PURCHASE
   • Each Order issued by Supastrip is an offer to purchase Goods under these Terms. Acceptance or fulfilment of the Order confirms the Seller’s agreement to these Terms.
   • These Terms override any other terms proposed by the Seller, including those on quotes, acknowledgments, invoices, or delivery notes.
   • Unless rejected in writing, the Order will be deemed accepted by the Seller within 3 days or upon any action taken to fulfill the Order.
   • No changes to the Order, Terms, or Price are valid unless agreed in writing by Supastrip.
   • Only written Orders with an official Supastrip order number are valid. Verbal orders are not binding.

3. SPECIFICATIONS
   • The Goods must match the quantity, quality, and description in the Order or in any written specification provided or approved by Supastrip. No changes are allowed without written approval.
   • All tools, materials, designs, or intellectual property provided by Supastrip—or developed by the Seller for Supastrip—remain Supastrip’s property. The Seller must assist in confirming this ownership if requested.
   • The Seller must comply with all laws and regulations and ensure it has all necessary licenses and approvals to supply the Goods without restrictions.
   • Supastrip may inspect or test the Goods before shipment. The Seller must reasonably cooperate. Inspections do not release the Seller from responsibility for quality or compliance.
   • If the Goods fail to meet the Contract requirements, Supastrip will notify the Seller within 14 days of inspection or testing. The Seller must immediately fix the issue.
   • Goods must be properly labeled, packed, and secured to prevent damage during delivery.
   • The Seller must keep all Supastrip-related information confidential, including specifications, processes, and business details, and may not use or share them without permission—except as required by law or the Contract.

4. PRICE OF GOODS
   • The Price will be as stated in the Order or agreed in writing, and unless otherwise specified:
     • It excludes applicable taxes (e.g., VAT), which Supastrip will pay upon receipt of a valid invoice.
     • It includes all costs for packaging, shipping, insurance, delivery, and any duties (excluding taxes).
   • If the Seller tries to raise the Price or if no Price is agreed, Supastrip may cancel the Order without liability.
   • Supastrip is entitled to any standard discounts the Seller offers its customers, even if not listed in the Order.

5. TERMS OF PAYMENT
   • The Seller shall be entitled to invoice the Buyer on or at any time after delivery or, where appropriate, commissioning of the Goods.
   • Unless otherwise stated in the Order, the Buyer shall pay the Price within 60 days after the end of the month in which the Buyer receives a valid invoice. Invoices submitted by the Seller shall be in the currency identified in the Order
   • All invoices must include Supastrip’s Order number. Buyer may withhold payment if the Order number or Goods details are missing, or if the invoice is disputed.
   • Without prejudice to its other rights and remedies, the Buyer shall be entitled to set off against the Price any sums owed to the Buyer by the Seller.

6. DELIVERY
   • 1 Goods must be delivered to the address and on the date(s) specified in the Order during the Buyer’s normal business hours. Unless otherwise agreed, the Seller is responsible for unloading.
   • If the delivery date is set after the Order, the Seller must give the Buyer at least 5 days’ written notice.
   • Delivery time is critical.
   • If deliveries are made in instalments, the Contract is still treated as a single agreement.
   • The Buyer may reject non-compliant Goods and is not considered to have accepted them until reasonable inspection time has passed, including time to detect hidden defects.
   • The Seller must provide all necessary information for the Buyer to inspect, store, and use the Goods properly.
   • 7 The Buyer is not required to return any packaging materials.
   • 8 If the Goods are late, the Buyer may, without liability:
     • Deduct 1% of the Price per week of delay (up to 25% max);
     • Cancel the Contract in full or in part;
     • Refuse future deliveries;
     • Recover costs for buying replacement goods elsewhere;
     • Claim damages for losses caused by the delay.

• If the Seller delivers more than ordered, the Buyer is not required to pay for the excess, which remains at the Seller’s risk and expense.
• If a carrier is used, the Seller is responsible for it.

7. RISK AND PROPERTY
   • Risk of damage to or loss of the Goods shall pass to the Buyer upon completion of delivery of the Goods (including off-loading).
   • Ownership of the Goods shall pass to the Buyer upon delivery of the Goods, unless payment for the Goods is made prior to delivery, when ownership shall pass to the Buyer upon payment but risk in the Goods remains with the Seller until delivery in accordance with condition 7.1.

8. WARRANTIES AND LIABILITY
   • The Buyer’s rights under these Conditions are in addition to any conditions implied in the Buyer’s favour by any statute or common law in force from time to time.
   • Without prejudice to condition 8.1, the Seller warrants to the Buyer that the Goods:
     • Are of good quality and fit for their intended use;
     • Are free from defects in design, materials, and workmanship for 24 months after delivery;
     • Match any agreed specifications or samples;
     • Comply with all applicable laws and regulations.
   • The Seller further warrants that any services performed under the Contract shall be carried out by suitably qualified personnel, using reasonable skill, care, and diligence, and to a professional standard reasonably expected by the Buyer.
   • If any Goods or services do not comply with the Contract, the Buyer shall, without prejudice to any other rights or remedies, be entitled (at its discretion and without liability) to:
     • Cancel the Order in whole or in part;
     • Reject the Goods (in whole or in part) and return them at the Seller’s risk and expense for a full refund;
     • Refuse further deliveries of the Goods;
     • Require the Seller to repair or replace the Goods at the Seller’s cost without delay;
     • Treat the Contract as terminated and recover all sums paid under it; and/or
     • Recover from the Seller any costs incurred in procuring substitute goods or services.
   • The Seller shall indemnify, defend, and hold harmless the Buyer, its officers, employees, agents, and affiliates from and against any and all losses, liabilities, damages, claims, costs, and expenses (including reasonable legal fees), whether direct or indirect, arising out of or in connection with:
     • Any breach of warranty or contract by the Seller;
     • Any claim that the Goods infringe the intellectual property rights of a third party (except where such claim arises directly from Buyer’s specifications);
     • Any liability under applicable consumer or product liability laws;
     • Any negligent act or omission by the Seller or its personnel in connection with the supply, delivery, or commissioning of the Goods;
     • Any injury or loss to the Buyer’s personnel, customers, or third parties caused by defective or non-conforming Goods or services.

Seller.

• The Seller shall maintain, at its own expense, comprehensive insurance coverage during the term of the Contract and for at least three (3) years after delivery. This includes (as applicable) product liability, public liability, and professional indemnity insurance. Evidence of such coverage shall be provided to the Buyer upon request.
• Neither party shall be liable for delays or failures to perform due to circumstances beyond its reasonable control (“force majeure”). If such delay continues for 30 days or more, the unaffected party may terminate the Contract upon written notice.

9. TERMINATION
   • The Buyer may cancel the Order, in whole or in part, at any time before delivery by giving written notice to the Seller. Upon cancellation, the Seller shall immediately stop all work related to the Order. The Buyer’s only liability shall be to pay for the Goods already completed, less any cost savings resulting from the cancellation.
   • Without prejudice to any other rights or remedies, the Buyer may terminate the Contract immediately, in whole or in part, without liability, by written notice to the Seller if:
     • The Seller becomes insolvent, is declared bankrupt, makes an arrangement with creditors, has a receiver, administrator, or liquidator appointed, files for administration, or is subject to similar proceedings in any jurisdiction;
     • The Seller has execution or legal process enforced against its property, fails to perform any of its contractual obligations, is unable to pay its debts when due, or ceases (or threatens to cease) business operations;
     • The Buyer reasonably believes any of the above events is about to occur.

10. NOTICES
    • This section does not apply to the service of legal proceedings or related documents.
    • Any notice or communication relating to the Contract must be in writing and:
      • Sent to the recipient’s registered office, principal place of business, or to a fax number or email address previously provided for such purposes;
      • Delivered by hand, registered post, fax, or email; and
      • Will be deemed served: (i) where delivered by hand; (ii) When confirmed delivered by the postal service (if sent by registered post); (iii) At the time shown on the sender’s confirmation (if sent by fax); (iv) If sent by email—unless a delivery failure is received—on the earlier of: (a) Receipt of delivery confirmation; (b) Acknowledgement by the recipient; or (c) One Business Day after sending.

11. EXPORT CONTROLS
    • The Seller shall fully comply with all applicable export control laws, sanctions, and restrictions on transfers of goods, technology, and funds. This includes laws and regulations of the United States, United Kingdom, European Union, Switzerland, and the United Nations, such as the U.S. Export Administration Regulations, International Traffic in Arms Regulations, and relevant sanctions programs (collectively, “Export Controls”).
    • 2 The Seller must notify the Buyer: (i) upon receipt of the Order if the Goods are subject to any Export Controls or contain US origin content or technology; or (ii) as soon as it becomes aware that the Goods are subject to Export Controls or contain US origin content or technology.
    • The Seller shall provide the Buyer with certificates of origin for the Goods prior to shipping the Goods to the Buyer.
    • The Seller warrants that, to the best of its knowledge, fulfilling the Contract and the Buyer’s use of the Goods will not violate any applicable Export Controls or expose the Buyer or its financial institutions to compliance risks.

12. GENERAL
    • The Buyer may assign, transfer, charge, or subcontract any of its rights or obligations under the Contract at any time.
    • The Seller may not assign, transfer, or subcontract any of its rights or obligations without the Buyer’s prior written consent.
    • A waiver by the Buyer of any breach of the Contract shall not be considered a waiver of any later breach.
    • The Buyer’s rights and remedies under the Contract are in addition to any rights or remedies available at law.
    • If any part of the Contract is found to be invalid, illegal, or unenforceable, that part shall be severed, and the rest of the Contract will remain in full effect.
    • Any clauses that by their nature are intended to survive termination or delivery shall remain in force.
    • This Contract shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. The parties submit to the exclusive jurisdiction of the state and federal courts located in Virginia for the resolution of any disputes or claims arising out of or in connection with the Contract. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (“The Vienna Convention”) are hereby excluded.

13. RELEVANT REQUIREMENTS
    • Supplier shall: (i) Comply with all applicable laws, regulations, and codes relating to anti-bribery, anti-corruption, tax evasion, human trafficking, slavery, child labor, money laundering, counterfeiting, and similar matters (“Relevant Requirements”; (ii) Not engage in any conduct that would violate the Relevant Requirements; and (iii) Maintain and enforce adequate policies and procedures to ensure ongoing compliance with the Relevant Requirements throughout the term of the Contract.
    • The Seller shall ensure that all persons associated with it—including subcontractors—comply with the Relevant Requirements in connection with the supply of goods, services, software, or data under the Contract. The Seller shall be directly liable to the Buyer for any breach of these obligations by such associated persons.

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©  Supastrip Inc.  2025