GHOSTWORKS MARINE, INC.

MASTER PURCHASE ORDER TERMS AND CONDITIONS

In the absence of a separate agreement between the parties as set forth herein, each Purchase Order (“PO”) issued by Ghostworks Marine, Inc. (“Ghostworks” or “Buyer”) constitutes an offer to the vendor, supplier or provider identified in the PO (“Seller”) incorporating these Master Purchase Order Terms and Conditions (the “Terms”).

1. Acceptance. In taking any of the following actions, Seller accepts the PO and acknowledges that it has received, reviewed, and agrees to be bound by these Terms:
   1. Providing written acceptance of the Purchase Order;
   2. Shipping any materials, components, equipment, tooling, or deliverables specified in the PO (the “Goods”);
   3. Commencing performance of services referenced in the PO (the “Services”); or
   4. Otherwise performing in response to the PO.
2. Competing Terms. Seller’s acceptance is expressly limited to the information set forth in the PO and the provisions of these Terms. Buyer expressly rejects any additional or different terms contained in any quotation, acknowledgment, invoice, or other document issued by Seller unless Buyer expressly agrees to such terms in a written agreement signed by an authorized representative of Buyer.
3. Operative Terms. Seller acknowledges that these Terms may be updated from time to time without prior notice, are available upon request, and are maintained on Buyer’s website at https://www.ghostworksmarine.com/terms-and-conditions. The Terms in effect on the date of a given PO shall govern that PO. Seller understands that Seller is solely responsible for reviewing the current version of the Terms prior to accepting any Purchase Order.
4. Government Contract Flowdown. If this Purchase Order references a U.S. Government prime contract or subcontract number, or if the Goods or Services provided hereunder are intended to support a U.S. Government contract, Seller agrees that all applicable Federal Acquisition Regulation (“FAR”) and Defense Federal Acquisition Regulation Supplement (“DFARS”) clauses required to be flowed down to subcontractors, including, but not limited to, FAR 52.203‑13, FAR 52.204‑21, FAR 52.219‑8, FAR 52.222‑26, FAR 52.222‑50, FAR 52.244‑6, DFARS 252.204‑7012 and DFARS 252.204‑7020, where applicable, are incorporated herein by reference and shall apply to this Purchase Order. A complete set of applicable FAR AND DFARS provisions is available for Sellers upon request, Seller also represents that all required clauses shall also flow down to Seller’s subcontractors performing work relevant to the PO.
5. Existing Agreement. If Buyer and Seller have entered into a separate written agreement governing the goods or services described in the PO, the terms of that agreement supersede any conflicting provisions of these Terms. Issuance of a PO shall not amend, modify, or waive any provision of a separate written agreement between Buyer and Seller unless such amendment is expressly stated in writing and signed by both parties.
6. Confidentiality Agreements. If the parties have executed a separate confidentiality and non-disclosure agreement (“NDA,”) that NDA governs confidentiality obligations between the parties and its terms supersede any inconsistent confidentiality provisions in the Terms.
7. Order of Precedence. Except where a separate agreement governs the goods or services in this Purchase Order, the documents comprising the parties’ agreement shall be interpreted according to the following order of precedence in the event of conflict:
   1. The Purchase Order (including statements of work and specifications incorporated therein);
   2. These Master Purchase Order Terms and Conditions; and
   3. Any referenced specifications or documents incorporated by reference.
8. Prices and Payment. Prices are firm unless otherwise stated. Payment terms are Net 45 days from receipt of proper invoice unless otherwise stated. Buyer may withhold disputed amounts until such dispute is resolved.
9. Delivery. Time is of the essence. Seller shall deliver Goods according to the PO schedule and notify Buyer of any delay. Risk of loss passes upon delivery and acceptance at Buyer’s designated location.
10. Inspection and Acceptance. Payment does not constitute acceptance of Goods. Buyer may inspect and test Goods and may reject nonconforming Goods within a reasonable time of delivery. Buyer’s inspection, testing, payment, or acceptance shall not relieve Seller of responsibility for latent defects, fraud, or failure to comply with applicable specifications.
11. Representations and Warranties. Seller warrants the following:
    1. Seller represents that all supplied Goods are genuine and new unless otherwise approved by Buyer. Seller shall maintain controls to prevent counterfeit parts and shall notify Buyer immediately upon discovery of suspect components. Seller warrants that it only will obtain components from the original manufacturer or authorized distributors unless otherwise preapproved in writing by Buyer.
    2. Seller represents that all personnel performing work under the Purchase Order are properly trained and qualified to do such work.
    3. Seller represents that Goods are new, free from defects, conform to specifications, fit for intended purpose, compliant with all applicable laws, and do not infringe upon third‑party intellectual property rights.
    4. Seller represents and warrants that it conducts its business in accordance with generally accepted standards of ethical business conduct and complies with all applicable laws relating to labor practices, workplace safety, environmental protection, anti-corruption, and trade compliance.
    5. Seller represents and warrants that neither the Goods supplied under the Purchase Order nor any materials incorporated into such Goods are produced using forced labor, prison labor, indentured labor, or child labor in violation of applicable laws
    6. Seller represents and warrants that it shall comply with all applicable laws governing importation and supply chain transparency, including, where applicable, laws prohibiting the importation of goods produced wholly or in part with forced labor.
    7. Seller represents and warrants that it is not debarred or suspended from U.S. Government contracting.
    8. Upon reasonable request, Seller shall provide information reasonably necessary for Buyer to verify compliance with the representations and warranties listed above.
    9. For a period of 24 months from delivery or 18 months from installation, whichever is results in the longer warranty period, Seller shall repair or replace, at Buyer’s sole option, any defective or nonconforming Goods. Buyer shall also have the option, but not the obligation to repair or replace any defective or nonconforming Goods by other commercially reasonable means, the costs of which shall be reimbursed in full by Seller upon receipt of Buyer’s invoice.
12. Indemnification. Seller shall defend and indemnify Buyer and Buyer’s employees, agents, representatives, officers, directors, owners and customers from all third-party claims arising out of or related to Seller’s performance under the PO, whether due to allegations of defective Goods, breach of warranty, negligence, personal injury, property damage, intellectual property infringement, or otherwise. Buyer shall have the option, but not the obligation, to control the defense of any such claims against Buyer with counsel of Buyer’s choosing at Seller’s sole expense.
13. Insurance. Seller shall maintain:
    1. Commercial General Liability Insurance or other liability insurance appropriate to the nature of Seller’s business and the goods and/or services provided, including coverage for bodily injury, property damage, products and completed operations with limits of not less than:
       1. $1,000,000 per occurrence
       2. $2,000,000 general aggregate
       3. $2,000,000 products/completed operations aggregate

       Seller’s products and completed operations coverage shall remain in effect for not less than two (2) years following delivery of Goods supplied under the Purchase Order.

    2. Workers’ Compensation Insurance as required by applicable law.
    3. Employers Liability Insurance with limits of not less than $1,000,000.
    4. Where applicable to Seller’s performance, automobile liability insurance with limits of not less than $1,000,000 per occurrence.

    Buyer shall be named as an Additional Insured on a primary and non-contributory basis under Seller’s Commercial General Liability or other liability policy as applicable, including coverage for products and completed operations, and Seller’s Workers’ Compensation policy. Seller shall provide a waiver of subrogation in favor of Buyer where permitted by law. Certificates of insurance evidencing the required coverage shall be provided to Buyer upon request.

14. No Limitation of Liability. Seller shall not limit its liability for indemnification obligations, intellectual property infringement, personal injury or property damage, breach of confidentiality, negligence or willful misconduct. Any limitation of liability contained in Seller’s quotation, acknowledgment, invoice, or other document shall be of no force or effect unless expressly agreed in writing by Buyer.
15. Compliance with Laws. Seller shall comply with all applicable laws, regulations and ordinances, including but not limited to OSHA, environmental, labor, export control including EAR and ITAR, and anti‑corruption laws.
16. Export Control. Seller shall notify Buyer if any Goods, Services or technical data are subject to export controls, and shall provide applicable ECCN or USML classifications where known.
17. Intellectual Property. All drawings, specifications, tooling, molds, designs, and data provided by Buyer remain Buyer’s sole property and Seller agrees to destroy or return all copies of the same upon Buyer’s request. Deliverables in connection with Services containing written or other tangible work product constitute “works for hire” as that term is defined in the Copyright Act of 1976 and any applicable amendments thereto. Seller represents that any such deliverables either contain no content created by generative artificial intelligence, or such content is clearly and conspicuously labeled as such at the time of delivery. To the extent any deliverable does not qualify as a work made for hire, Seller hereby assigns all right, title, and interest to Buyer in that deliverable.
18. Buyer-Furnished Property and Tooling.
    1. All tooling, molds, dies, fixtures, and materials, equipment or other property provided or paid for by Buyer constitute “Buyer Property.” Seller shall clearly mark Buyer Property as “Property of Ghostworks Marine,” and shall keep such property free of any liens, encumbrances, or security interests. Seller shall maintain records identifying the location and condition of all Buyer Property in its custody and shall provide such information to Buyer upon request.
    2. Seller shall bear all risk of loss, damage, or destruction to any Buyer Property located at Seller’s facilities or otherwise in Seller’s possession, custody or control until such property is returned to Buyer.
    3. Seller shall maintain adequate insurance coverage for Buyer Property while such property is in Seller’s possession, custody, or control. Such coverage may be provided under Seller’s property insurance or other applicable policy and shall be maintained in an amount sufficient to cover the full replacement value of the Buyer Property.
    4. Seller shall not use Buyer Property for any purpose other than performance of the PO and shall not relocate such property without Buyer’s prior written consent.
    5. In the event of any loss or damage to Buyer Property while in Seller’s possession, Seller shall promptly notify Buyer and shall, at Buyer’s option, repair or replace such property at Seller’s expense or reimburse Buyer for the full replacement value.
19. Confidentiality. Seller shall maintain confidentiality of Buyer’s confidential and proprietary information and use it only for performance of the PO. Where Seller and Buyer have entered into a separate Confidentiality and Non-Disclosure Agreement (“NDA”), the terms of the NDA shall govern in the event of a conflict between its provisions and these Terms.
20. Encumbrances. Seller shall not permit any lien, security interest, or encumbrance to be placed on Buyer-owned property or Goods being manufactured for Buyer.
21. Supplier Financial Distress; Recovery of Buyer Property. Seller shall promptly notify Buyer if Seller becomes insolvent, ceases doing business in the ordinary course, makes an assignment for the benefit of creditors, files or has filed against it any petition under bankruptcy or insolvency laws, or experiences any material financial condition that could reasonably be expected to impair Seller’s ability to perform its obligations under the Purchase Order. Upon the occurrence of any such event, Buyer may, without liability and without prejudice to any other rights or remedies available to Buyer, immediately terminate the Purchase Order in whole or in part upon written notice to Seller. Seller agrees that Buyer shall have the immediate right to enter Seller’s premises, upon reasonable notice, for the purpose of identifying and recovering any Buyer-owned property, including tooling, molds, dies, fixtures, materials, work-in-progress, or completed Goods relating to the Purchase Order. Seller shall cooperate fully with Buyer to facilitate the prompt return or transfer of such property. Seller further agrees that Buyer may, at its option, take possession of any Buyer-owned tooling or materials and complete the manufacture of the Goods through alternate suppliers.
22. Termination. Buyer may terminate the PO for convenience upon written notice or for cause upon breach of these Terms. Upon termination, Seller shall be paid only for conforming Goods delivered prior to termination and agrees to return any additional amounts paid in advance by Buyer.
23. Quality Management; Record Retention. Seller shall maintain a documented quality management system and provide copies of any applicable certifications upon request. Seller shall not change materials, resin systems, composite layup processes, sub-tier suppliers, or manufacturing location without Buyer approval. Seller shall retain all relevant production, quality, and compliance records for a minimum of seven (7) years unless otherwise required by contract.
24. Foreign Ownership. Seller shall disclose upon request whether it is owned or controlled by any foreign person or entity where required for regulatory compliance.
25. Audit. Buyer, its customers, and government authorities (if applicable) shall have the right to inspect and audit Seller’s facilities, quality management systems, and compliance documentation relevant to the Goods or Services upon reasonable notice to Seller.
26. Miscellaneous.
    1. Force Majeure. Neither party shall be liable for delays caused by events beyond reasonable control including natural disasters, war, or governmental action. Economic hardship or supply shortages alone do not qualify.
    2. Governing Law and Venue; Fees and Expenses. Any dispute between the parties arising out of the PO or these Terms or any purchase made subject to these Terms, including, but not limited to, with respect to validity, enforceability, breach, construction, interpretation or performance, shall be governed by the laws of the State of Michigan, without regard to any conflict of law principles, rules or laws. The Parties agree to submit to the exclusive jurisdiction of the state or federal courts sitting in or having jurisdiction over Ottawa County, Michigan. Should Buyer prevail in a dispute arising out of or related to the PO, these Terms, or the Goods or Services governed by the same, Buyer shall be entitled to recover its reasonable fees and expenses, including attorneys fees, incurred in relation to the dispute.
    3. Entire Agreement. The PO, these Terms, and any incorporated FAR or DFARS provisions constitute the entire agreement between the parties regarding the Goods or Services governed thereby.
    4. Amendments. These Terms may be amended only by a written document signed by both parties.
    5. Assignment. Seller may not assign or subcontract performance under the PO or these Terms without the prior written consent of Buyer.
    6. Provisions Severable; Headings. If any provision of these Terms or their application, in whole or in part, is construed to be invalid, illegal, or unenforceable, then all other provisions or parts of provisions and their application shall not be affected and shall be fully enforceable without regard to the invalid, illegal or unenforceable provision or part. If any provision in this Agreement is determined to be unenforceable, in whole or in part, because of its scope, duration, or other factor, then the court making that determination shall have the power to reduce or limit such scope, duration, or other factor, and such provision shall be enforceable in equity in its reduced or limited form. Headings are for convenience only and shall not define or limit any of the terms.
    7. Construction. These Terms shall be deemed to have been jointly drafted by the parties so as to invalidate and/or waive any rule of construction or interpretation providing a disadvantage to one Party or the other based solely on the identity of the drafter.
    8. Waiver. Either party’s failure at any time to require strict performance by the other party of any of the provisions hereof shall not waive or diminish such party’s right thereafter to demand strict compliance therewith or with any other provision. Any waiver must be in writing and signed by the granting party, and shall be limited to any defaults expressly enumerated therein.