Document No: FK-FORM-PURCHASING TERMS AND CONDITIONS Flow Down for Suppliers
Revision: Rev. 1.0
Effective Date: 2/18/2026

1.0 Purpose

These Purchasing Terms & Conditions (“T&C”) define the requirements for Suppliers providing products and/or services to FirstKem LLC. All orders issued by FirstKem LLC are subject to these T&C unless otherwise agreed in writing.

2.0 Scope

This T&C applies to all Suppliers, including sub-tier suppliers, providing products, services, materials, or processes to FirstKem LLC.

3.0 Purchase Orders

3.1 All purchase orders (POs) issued by FirstKem LLC are subject to these T&C.
3.2 Any additional terms proposed by the Supplier are void unless explicitly accepted in writing by FirstKem LLC.

3.3 Any additional terms and conditions proposed by FirstKem LLC shall be included in writing on the purchase order by FirstKem LLC. and/or the FirstKem LLC website.

4.0 Supplier Requirements

4.1 Compliance: Supplier shall comply with all applicable statutory, regulatory, and contractual requirements.
4.2 Quality Management System: Supplier shall maintain a QMS compliant with ISO 9001, ASA100, and AS9100/AS9120 standards where applicable.
4.3 Personnel Competence: Supplier shall ensure that personnel performing work affecting product conformity are competent.

5.0 Specifications and Drawings

5.1 All work shall be performed in accordance with the latest revisions of drawings, specifications, standards, and POs.
5.2 Changes to specifications or drawings must be approved in writing by FirstKem LLC.

6.0 Delivery and Packaging

6.1 Supplier shall meet all delivery dates.
6.2 Products must be packaged, preserved, and labeled to prevent damage, deterioration, and contamination.
6.3 Special handling requirements (FOD, ESD, temperature, shelf life) must be followed.

7.0 Inspection and Acceptance

7.1 FirstKem LLC reserves the right to inspect and verify products at the Supplier’s facility or upon receipt.
7.2 Nonconforming products may be rejected or returned at Supplier’s expense.

8.0 Payment Terms

8.1 Payment terms are as stated on the PO unless otherwise agreed.
8.2 Invoices must reference the PO number and itemized charges.

9.0 Confidentiality and Intellectual Property

9.1 Supplier shall protect FirstKem LLC confidential information and intellectual property.
9.2 Supplier shall not disclose or use any information for purposes other than fulfilling the PO.

10.0 Limitation of Liability

10.1 Supplier shall be liable for damages caused by nonconforming products or services.
10.2 Supplier indemnifies FirstKem LLC against claims arising from defective products or services.

11.0 Termination

11.1 FirstKem LLC may terminate a PO in whole or in part for convenience or default.
11.2 Supplier shall immediately cease work upon termination notice and return materials as directed.

12.0 Master Clause – Control of Externally Provided Processes, Products, and Services (ISO 9001 / AS9100 / AS9120 / ASA100, 8.4.3)

The Supplier shall comply with the following requirements. These requirements form part of the Purchase Order and shall be flowed down to all sub-tier suppliers providing products or services related to this order.

12.1 General Requirements

• Externally provided processes, products, and services shall conform to specified requirements.
• Subcontracting requires prior written approval if specified.
• Work must follow the latest drawings, specifications, standards, and PO requirements.

12.2 Approval of Products, Services, and Methods

• Products and services shall be approved prior to release.
• Special processes and equipment must be approved where required.
• First Article Inspections (FAI) performed per applicable aerospace standards.

12.3 Quality Management System

• Supplier must maintain a QMS per ISO 9001, AS9100, AS9120, or ASA100 certification, as required if applicable.
• Suppliers must submit copies of current ISO/AS/ASA certifications if applicable
• Notify FirstKem LLC of QMS changes, certification status, or major organizational changes affecting quality.

12.4 Competence and Qualification

• Personnel performing work affecting product conformity must be competent.
• Special processes must be performed only by qualified personnel and approved sources.

12.5 Control of Critical Items and Key Characteristics

• Identify and control critical items, key characteristics, and safety-related features.
• Maintain monitoring, inspection, and documentation to ensure conformity.

12.6 Counterfeit Parts Prevention

• Implement a counterfeit parts prevention program.
• Procure only from OEMs or authorized distributors.
• Provide a certificate of conformity, certificate of analysis, test reports, or authorized release certificate, as applicable
• Quarantine and report suspected counterfeit or unapproved parts within 24 hours.

12.7 Control of Nonconforming Product

• Prevent unintended use or delivery of nonconforming products.
• Notify FirstKem LLC prior to shipment of nonconforming product and obtain written approval for deviations.
• Implement corrective actions as required.

12.8 Monitoring and Performance

• FirstKem LLC may monitor Supplier performance, including product conformity, on-time delivery, and corrective action effectiveness.

12.9 Verification and Right of Access

• FirstKem LLC, customers, regulatory authorities, and accreditation bodies have right of access to Supplier facilities, records, and sub-tier facilities where applicable.

12.10 Change Notification

• Suppliers must notify FirstKem LLC of changes to design, manufacturing process, facility location, special process sources, or ownership. Approval may be required.

12.11 Product Safety

• Suppliers shall identify safety risks and implement controls to mitigate hazards.

12.12 Preservation, Packaging, and FOD Prevention

• Products must be handled, stored, packaged, and preserved to prevent damage, deterioration, contamination, and FOD.
• ATA Spec 300 packaging will be used, as applicable
• ESD and shelf-life controls must be followed.

12.13 Calibration and Test Equipment

• Measuring and test equipment must be calibrated, traceable to national or international standards, and maintained.

12.14 Record Retention

• Quality records must be retained for a minimum of ten (10) years and be available within 48 hours upon request.

12.15 Flow-Down of Requirements

• All applicable requirements of this clause must be flowed down to sub-tier suppliers.

13.0 Governing Law

• These T&C are governed by the laws of South Carolina, United States of America

14.0 Acceptance

• Acceptance of a PO constitutes agreement to all terms herein.