GENERAL TERMS AND CONDITIONS

(Revision Date 4/2026)

1. TERMS AND CONDITIONS ACCEPTANCE

(a) This Contract supersedes any terms and conditions contained in SELLER’s quote, acceptance, invoice, prior agreements, or other documents that differ from this Contract. This Contract constitutes the entire agreement between the parties unless accepted in writing by RESICUM INTERNATIONAL.

(b) SELLER's acknowledgment, initiation of performance, or acceptance of payment, shall be deemed acceptance and agreement of these terms and conditions by SELLER and shall become a binding Contract.

2. DEFINITIONS

The following terms shall have the meanings set forth below:

(a) "Contract" means any contracting document such as "Purchase Order" (PO), "Subcontract", “Consulting Agreement”, “Master Purchasing Agreement” (MPA), or “Master Services Agreement” (MSA), which includes these terms and conditions, including all referenced documents, exhibits, and attachments.

(b) “RESICUM INTERNATIONAL” means RESICUM INTERNATIONAL LLC (the Buyer) as identified in this Contract.

(d) “Authorized Purchasing Representative" means the person authorized by RESICUM INTERNATIONAL to act on its behalf in procurement matters and to administer and/or execute this Contract.

(e) "Work" means all required materials, articles, supplies, items, products, and/or services described in this Contract.

(f) “Flow Downs” means the Federal Acquisition Regulation / Defense Federal Acquisition Regulation Supplement (FAR/DFARS) terms as identified in RESICUM INTERNATIONAL’s Flow Down Attachment, as incorporated, if this Contract is issued in support of a Government Contract.

3. ORDER OF PRECEDENCE

Any inconsistencies in this Contract shall be resolved in accordance with the following descending Order of Precedence:

The Purchase Order, Task Order, release document, or schedule, as applicable, including any special terms and conditions identified
This Contract
The Statement of Work
FAR/DFARS Flow-Downs

4. APPLICABLE LAWS

(a) This Contract and any matter related to this Contract shall be governed by and interpreted in accordance with the laws of the Alabama. SELLER shall comply with all applicable, local, state, federal, and foreign laws during the performance of this Contract. SELLER, at its own expense, shall procure all licenses/permits, and pay all fees, as required by any local, state, and/or federal governmental authority related to the performance of this Contract. SELLER, at its own expense, shall assist RESICUM INTERNATIONAL with investigations regarding compliance failures by SELLER or its personnel related to legal obligations affecting their duties under this Contract.

(b) SELLER represents that each chemical substance included in the Work delivered complies with the current Toxic Substances Control Act (TSCA) regulations maintained by the United States Environmental Protection Agency (EPA) pursuant to TSCA as amended in 40 Code of Federal Regulations (CFR) Part 710. Upon request, SELLER, at its own expense, shall provide RESICUM INTERNATIONAL all applicable Safety Data Sheets (SDS) for any Toxic or Hazardous Material or Substances provided to RESICUM INTERNATIONAL, in compliance with all applicable chemical substance laws and/or regulations.

(c) SELLER shall not discriminate against qualified individuals based on race, color, religion, gender, sexual orientation, national origin, protected veteran status, or disability as codified in regulations 41 CFR 60-1.4, 60-300.5, and 60-741.5.

5. DELIVERY SCHEDULE AND TIMELY PERFORMANCE

Should the SELLER anticipate an inability to meet delivery or performance schedules at any point in the performance of this Contract, SELLER shall immediately notify RESICUM INTERNATIONAL, provide relevant details, and an estimate of the delay. SELLER agrees to make every effort possible, at its own expense, to expedite delivery or performance and minimize delays. Any such notification shall not change the delivery schedule specified in this Contract.

6. EXCUSABLE DELAY

(a) “Excusable Delay” means a delay stemming from unforeseeable circumstances beyond RESICUM INTERNATIONAL’s or SELLER’s control without negligence of the other party. Excusable Delays may include, but are not limited to, natural disasters (acts of God), acts of government, riots, war, labor disputes including strikes, or epidemics.

(b) Neither party shall be liable to the other party for interruptions or losses arising from Excusable Delays during the performance of this Contract. However, SELLER agrees to continue their obligations and use best efforts to recover lost time to maintain the schedule defined herein.

(c) In the event an Excusable Delay impacts obligations under this Contract, the affected party shall immediately notify the other party in writing of such delay and provide a recovery plan within 10 calendar days of the notice.

(d) RESICUM INTERNATIONAL, at its sole discretion and after review of the circumstances surrounding delays incurred, may terminate this Contract pursuant to the Termination for Convenience clause contained herein.

7. AUTHORIZED PURCHASING REPRESENTATIVE

(a) Only RESICUM INTERNATIONAL’s designated Authorized Purchasing Representative has authority on behalf of RESICUM INTERNATIONAL to make changes to this Contract. All amendments are required to be identified in writing and duly executed by the parties.

(b) Any commitment made by anyone other than the Authorized Purchasing Representative or prior to any agreement being executed shall be void.

(c) All Notices to be furnished by SELLER shall be in writing and sent to the RESICUM INTERNATIONAL Authorized Purchasing Representative.

8. ELECTRONIC SIGNATURES

This Contract and any related documents may undergo electronic execution/delivery processes whereby each party involved consents that neither party shall contest the validity stemming solely from electronic signatures present in any of the contracting documents exchanged electronically.

9. PACKING AND SHIPMENT

(a) Unless otherwise instructed by RESICUM INTERNATIONAL, all Work is to be prepared and packed in accordance with standard commercial practices.

(b) A complete packing list shall be enclosed with all shipments. SELLER shall mark packages with all necessary shipping and handling information, including the clearly marked RESICUM INTERNATIONAL Contract or associated Purchase Order number, dates of shipment, and the names and addresses of Shipper and Receiver. Bills of lading shall include this Contract or associated Purchase Order number.

(d) Any damage or loss to Work occurring before destination shall be SELLER’s responsibility.

10. INSPECTION AND ACCEPTANCE

(a) RESICUM INTERNATIONAL's final inspection and acceptance of Work shall be at destination.

(b) If SELLER delivers non-conforming Work, RESICUM INTERNATIONAL may, in addition to other remedies available at law:
(i) accept part of such Work at an equitable price reduction; or
(ii) reject such Work; or
(iii) require SELLER, at its own expense, to make all modifications and/or replacements as directed by RESICUM INTERNATIONAL to enable such Work to conform with the Contract requirements.

11. COUNTERFEIT WORK

(a) "Counterfeit Work" means Work that is or contains unlawful or unauthorized copy, substitutions, or alterations of an original equipment manufacturer or original component manufacturer (collectively “OEM”).

(b) SELLER shall not deliver Counterfeit Work or suspected Counterfeit Work to RESICUM INTERNATIONAL under this Contract.

(c) SELLER shall only source products to be delivered or incorporated as Work to RESICUM INTERNATIONAL directly from the OEM, or through an OEM authorized distributor. SELLER may use another source only if (i) SELLER receives prior written authorization of RESICUM INTERNATIONAL and (ii) SELLER assures inspection and counterfeit risk mitigation processes are used to ensure the authenticity of the Work.

(d) SELLER shall provide OEM documentation and sufficient traceability to ensure authenticity of OEM when requested by RESICUM INTERNATIONAL in order to confirm compliance with this clause. SELLER, at its own expense, shall provide reasonable cooperation to RESICUM INTERNATIONAL in conducting any investigation regarding the delivery of Counterfeit Work under this Contract.

(e) In the event that Work delivered under this Contract includes Counterfeit Work, SELLER shall, at its own expense, replace the Counterfeit Work with authentic Work conforming to the requirements of this Contract. Notwithstanding the foregoing, SELLER shall be liable for all costs, delays, and liabilities relating to the removal, replacement, and any remedial actions taken by RESICUM INTERNATIONAL related to such Counterfeit Work.

12. INVOICING, PAYMENTS, AND TAXES

(a) Unless otherwise specified, Payment Terms shall be net thirty (30) days from the latest of the following:
(1) RESICUM INTERNATIONAL's receipt of SELLER's accurate invoice or
(2) delivery and acceptance of the conforming Work at destination.

(b) SELLER shall promptly notify RESICUM INTERNATIONAL of any overpayments and refund the amount of the overpayment or issue a Credit as directed by RESICUM INTERNATIONAL.

(c) Unless otherwise specified, prices include all applicable federal, state, and local taxes, and/or similar fees imposed by any government, and shall be listed separately on the invoice.

(d) Notwithstanding the foregoing, RESICUM INTERNATIONAL reserves the right to suspend payments (in part or in whole) until SELLER delivers conforming Work in accordance with the requirements of this Contract.

13. NOTICES

“Notices” shall mean all requests, waivers, demands, and/or other formal communications permitted or pursuant to this Contract. Notices shall be in writing and considered properly delivered when sent by (i) electronic mail, provided that such delivery has an acknowledgment of receipt by the other party and/or (ii) registered or certified mail. The notice shall take effect upon such delivery.

14. CHANGE IN CONTROL

“Change in Control” shall mean any merger or change in majority ownership of SELLER. Prior to a Change in Control of SELLER, SELLER shall promptly notify RESICUM INTERNATIONAL in writing at least ninety (90) days before such Change becomes effective and provide details regarding the new controlling entity as well as any information that RESICUM INTERNATIONAL may request, consistent with applicable laws and confidentiality obligations.

15. ASSIGNMENT

Any assignment of SELLER's Contract rights or obligations under this Contract shall be invalid unless prior written authorization is obtained by RESICUM INTERNATIONAL. Any assignment of any obligation under this Contract without such authorization shall constitute a “Default”. However, RESICUM INTERNATIONAL retains the right to make settlements and/or adjustments in price without notifying any assignee.

16. DISPUTES

(a) In the event of a dispute between the parties, both parties agree to make every reasonable effort to resolve such dispute through good faith negotiations before the filing of any action in any court.

(b) Unless otherwise stated, all disputes under this Contract that are not resolved by mutual agreement shall be decided by alternative dispute resolution, mediation, or by binding arbitration. Each party hereby waives, to the fullest extent permitted by law, any right to a trial by jury in respect to any litigation directly or indirectly arising from this Contract.

17. EXPORT CONTROL LAWS

(a) SELLER shall comply with all applicable U.S. Export Control Laws and Trade Control Laws including, but not limited to, the International Traffic in Arms Regulations (ITAR), 22 CFR 120, the Export Administration Regulations, 15 CFR 730–774, the Export Control Reform Act of 2018, and the Foreign Assets Control Regulations (OFAC), CFR 500–598.

(b) Should any deliverable under this Contract be restricted by any Trade Control Laws, SELLER shall notify RESICUM INTERNATIONAL. Before providing controlled items or data governed by these laws, SELLER shall submit written export classification information for controlled items or data in accordance with EAR, ITAR, EU List of Dual Use Items List and all other relevant export regulations to RESICUM INTERNATIONAL’s Authorized Purchasing Representative.

(c) Without prior written authorization from RESICUM INTERNATIONAL, SELLER is prohibited from exporting, re-exporting, transferring, disclosing or providing RESICUM INTERNATIONAL’s technical data and/or hardware controlled under applicable Trade Control Laws ("Export Controlled Information") to unauthorized individuals or entities.

(d) SELLER represents that neither it, nor its parent, subsidiary, or affiliate are listed within an ITAR 126.1 listed country, nor included on any of the restricted party lists maintained by the U.S. Government; Denied Parties List, Debarred Parties, or any restricted party lists maintained by the United Nations (collectively, "Restricted Party Lists”).

(e) SELLER shall be responsible for all losses, expenses, liabilities, claims, damages including legal fees resulting from actions taken by itself or its officers, directors, employees, consultants, agents, and affiliates regarding compliance with this clause.

18. FURNISHED PROPERTY

(a) “Furnished Property” means property provided by written authorization by RESICUM INTERNATIONAL property owned by RESICUM INTERNATIONAL or its customer. Furnished Property shall be used as authorized for fulfilling this Contract’s requirements.

(b) RESICUM INTERNATIONAL or its customer shall maintain title to such Furnished Property. SELLER shall clearly mark all Furnished Property to show its ownership if such Furnished Property is not already clearly marked.

(c) SELLER shall be responsible for all loss or damage to such Furnished Property beyond normal wear and tear. SELLER shall immediately notify RESICUM INTERNATIONAL in the event of loss or damage to Furnished Property. SELLER, at its own expense, shall manage, store, and maintain Furnished Property in accordance with applicable law, the requirements of this Contract, and industry best practices.

(d) Upon completion of this Contract and/or at RESICUM INTERNATIONAL's request, SELLER shall provide accurate inventory lists within fifteen (15) days and shall deliver as may be directed by RESICUM INTERNATIONAL.

19. GRATUITIES AND KICKBACKS

SELLER is prohibited from offering or providing any form kickback or gratuity to secure favorable treatment as a RESICUM INTERNATIONAL supplier.

20. INDEMNIFICATION

SELLER shall indemnify, defend, and hold RESICUM INTERNATIONAL, along with its officers, directors, employees, consultants, agents, and affiliates harmless from all losses, liabilities, damages, claims and expenses. This includes all legal fees and/or settlements resulting from any actions of SELLER, its officers, employees, agents, suppliers, or subcontractors, in the performance under this Contract.

21. INDEPENDENT CONTRACTOR RELATIONSHIP

SELLER is an independent contractor in all its operations and activities hereunder. The employees used by SELLER to perform any Work under this Contract shall be SELLER's employees exclusively. Nothing in this Contract shall constitute an employee/employer, agency, partnership, or any relationship of any kind with RESICUM INTERNATIONAL.

22. INFORMATION SECURITY AND PROPRIETARY INFORMATION

(a) Information provided by RESICUM INTERNATIONAL to SELLER remains the property of RESICUM INTERNATIONAL. All RESICUM INTERNATIONAL provided information is Confidential. SELLER shall not disclose, distribute, modify, or reproduce any proprietary information provided by RESICUM INTERNATIONAL without prior written authorization.

(b) SELLER shall maintain sufficient physical and cybersecurity safeguards to adequately protect all RESICUM INTERNATIONAL provided information and comply with all proprietary information markings applied to anything provided hereunder to SELLER. SELLER shall not use any RESICUM INTERNATIONAL provided information for any purpose except for the performance of this Contract. Seller shall also comply with any law or regulation applicable to such information.

(c) If SELLER becomes aware of any unauthorized access, inadvertent disclosure, known misuse, loss, or alteration of RESICUM INTERNATIONAL information (an “Incident”), SELLER shall immediately take actions to contain any exposure and investigate the Incident. SELLER shall notify RESICUM INTERNATIONAL within seventy-two (72) hours after learning of the Incident. SELLER, at its own expense, shall provide reasonable cooperation to RESICUM INTERNATIONAL in conducting any investigation regarding the nature and scope of any Incident.

(d) Any RESICUM INTERNATIONAL provided information identified as proprietary or subject to restrictions on public disclosure by law or regulation shall be encrypted while electronically transmitted and/or stored if such information is potentially accessible by the Internet or any non-authorized users.

(e) In the event Contract requirements include that SELLER personnel have access to information provided by RESICUM INTERNATIONAL that is subject to additional security access requirements, SELLER’s personnel shall undergo additional background screening conducted on behalf of RESICUM INTERNATIONAL, at SELLER’s expense, if requested.

(f) Upon completion of performance of this Contract, SELLER shall return or destroy all RESICUM INTERNATIONAL information, including export controlled technical data. SELLER shall provide evidence of destruction for all such destroyed items and information upon request by RESICUM INTERNATIONAL.

23. SOFTWARE LICENSES

In instances where computer software is incorporated in the Work or as part of a deliverable, SELLER is required to provide the titles, versions, and licenses for such software at the time of delivery.

24. INSURANCE

(a) SELLER shall maintain the following insurances for the entire performance of this Contract:

Workers’ Compensation Insurance meeting the regulatory requirements where Work will be performed
Commercial General Liability in the amount of $1 million per occurrence and $2 million in the aggregate annually, or in such higher amounts as RESICUM INTERNATIONAL may require
Automobile Liability Insurance covering third party bodily injury and property damage with a minimum of $1 million per occurrence, or in such higher amounts as RESICUM INTERNATIONAL may require
Any additional insurance coverage that may be mandated by RESICUM INTERNATIONAL

(b) SELLER shall notify RESICUM INTERNATIONAL in writing at least thirty (30) days prior to any cancellation or modification in coverage of any of SELLER's required insurance. Such notice shall not relieve SELLER of its obligations to uphold the necessary insurance policies identified in the Contract. SELLER shall name RESICUM INTERNATIONAL as additionally insured on the Commercial General Liability insurance if required by RESICUM INTERNATIONAL. If requested, SELLER shall provide a "Certificate of Insurance" (COI) demonstrating SELLER's compliance with these requirements.

25. INTELLECTUAL PROPERTY

(a) SELLER agrees that all inventions, technology, designs, technical information, software, and other information created in the performance of this Contract by the SELLER, will solely belong to RESICUM INTERNATIONAL. SELLER hereby assigns all rights, title, and interest in such Work to RESICUM INTERNATIONAL, including all copyrights, patent rights and other intellectual property rights. SELLER agrees to complete any necessary documentation to ensure proper title transfer to RESICUM INTERNATIONAL and will assist them in securing patent protections related to this Work. This clause does not apply to commercial off the shelf (COTS) Work unless such Work has been modified pursuant to this Contract.

(b) SELLER warrants that the Work performed or delivered under this Contract will not infringe or otherwise violate the intellectual property rights of any third party. SELLER shall defend, indemnify, and hold harmless RESICUM INTERNATIONAL, its officers, directors, employees, consultants, agents, affiliates, and customers against all losses, liabilities, claims, damages, and expenses, including all legal fees, arising out of any third party action that is based upon any claim that the Work performed or delivered under this Contract infringes or violates the intellectual property rights of any third party.

(c) In cases where pre-existing inventions or materials not owned by RESICUM INTERNATIONAL are incorporated into the Work under this Contract, SELLER grants RESICUM INTERNATIONAL irrevocable, nonexclusive, world-wide, royalty-free rights for using, creating derivatives of it, as well as reproducing and distributing such intellectual property.

26. NEW MATERIALS

Unless stated otherwise, all materials delivered to RESICUM INTERNATIONAL shall be new rather than used or refurbished.

27. QUALITY CONTROL SYSTEM

SELLER is responsible for implementing quality controls and maintaining a quality control system aligned with industry-recognized standards while adhering to specific requirements contained in this Contract.

28. CONFIDENTIALITY AND RESICUM INTERNATIONAL TRADEMARKS

This Contract is Confidential. SELLER shall not publicly disclose any information pertaining to this Contract without the prior written authorization by RESICUM INTERNATIONAL except when mandated by law. SELLER shall not use "Resicum International," "Resicum International LLC," or any other trademarks or logos owned by RESICUM INTERNATIONAL unless prior written consent of RESICUM INTERNATIONAL is obtained.

29. RECORDS RETENTION

Unless otherwise stated in this Contract or required by applicable laws or regulations, SELLER shall retain all records related to this Contract for five (5) years from the date of final payment to SELLER. Records related to this Contract include, but are not limited to, financial, proposal, procurement, performance, inspection, as well as all quality reports, and shipping records. Upon request by RESICUM INTERNATIONAL, SELLER shall provide access such records to RESICUM INTERNATIONAL.

30. STOP WORK

(a) SELLER is required to stop Work for up to ninety (90) days upon receiving a Stop Work Notice from RESICUM INTERNATIONAL or for a longer duration if agreed upon by both parties. SELLER shall take all reasonable measures to limit costs incurred during the period of Work stoppage (Stop Work period).

(b) Throughout the Stop Work period RESICUM INTERNATIONAL may either terminate this Contract in accordance with its provisions or resume Work by written notice to SELLER. Should work continue after termination of the Stop Work period, an equitable adjustment may be made regarding price, delivery schedule, or other affected terms provided a Request for Equitable Adjustment (REA) is submitted by SELLER within forty-five (45) days after the date of the notice to resume.

31. TERMINATION FOR CONVENIENCE

(a) RESICUM INTERNATIONAL reserves the right to terminate this Contract, in whole or in part, for convenience through written Notice of Termination to SELLER that specifies the date and scope of termination. Upon such Notice of Termination, SELLER shall immediately cease all work under this Contract. Subject Contractual conditions, SELLER shall be paid a percentage for the percentage of the Work completed until the Notice of Termination was issued along with any reasonable expenses mutually agreed upon that arose due to termination.

(b) In no event will RESICUM INTERNATIONAL be liable for lost profits or indirect costs related to overhead or otherwise incurred by SELLER. SELLER shall submit a termination claim within ninety (90) days from the date of the termination.

32. TERMINATION FOR DEFAULT

(a) At its sole discretion and through written notice, RESICUM INTERNATIONAL, may terminate this Contract, in whole or in part, due to Default, if an “Event of Default” occurs on part of the SELLER. Events constituting a Default including: (i) failure to adhere to any terms outlined in this Contract; (ii) non-performance in accordance with the specified schedule; (iii) inability to provide adequate assurance of performance; (iv) filing for bankruptcy or experiencing insolvency or significant financial difficulties. In the event of a Termination for Default, SELLER is liable for all losses and damages incurred RESICUM INTERNATIONAL resulting from such Default.

(b) Following Termination for Default of this Contract, compensation shall only be awarded for conforming Work that has been delivered and accepted.

33. WARRANTY

SELLER warrants that all Work provided under this Contract will fully comply with specifications, descriptions, other requirements of this Contract and shall be free from defects. This warranty will commence upon final acceptance by RESICUM INTERNATIONAL and will extend for a duration of three (3) years or for the period specified in the SELLER’s warranty, whichever is longer. Should any nonconforming Work be identified during the warranty period, the SELLER shall promptly repair, replace, or reperform the Work at its own expense.

34. WORK ON PREMIISES

(a) “Premises” means the premises of RESICUM INTERNATIONAL, its customers, or third parties where the Work is being performed.

(b) SELLER shall coordinate with RESICUM INTERNATIONAL to obtain access prior to entering these premises.

(c) SELLER is responsible for ensuring that its personnel working on the Premises adhere to all policies, rules, regulations, instructions, and restrictions related to security and access.

(d) All persons, property, and vehicles entering or exiting the Premises are subject to search.

(e) SELLER shall immediately notify RESICUM INTERNATIONAL and provide a report regarding any accidents or incidents involving (i) loss of or damage to any property or assets, regardless of ownership, (ii) any misconduct by personnel or any act that may be perceived as misconduct.

(f) SELLER shall immediately report both emergencies and non-emergency incidents affecting the Work to RESICUM INTERNATIONAL. Additionally, a copy of any reports made by the SELLER to any government authorities regarding such incidents shall be provided to RESICUM INTERNATIONAL.

(g) RESICUM INTERNATIONAL, at its sole discretion, may require the removal and/or replacement of any employee of the SELLER from the Premises.

35. NON-WAIVERS AND REMEDIES

The failure of either party to enforce any provisions of this Contract shall not be interpreted as a waiver of RESICUM INTERNATIONAL’s rights or remedies associated with those provisions, nor shall it constitute a waiver of future rights to enforce them. Rights and remedies available to either party under this Contract are cumulative and supplement any additional rights and remedies available by law.

36. SEVERABILITY

Each provision in this Contract is severable; if one or more clauses are deemed invalid, all remaining provisions shall continue in full force and effect.

37. SURVIVABILITY

All rights and obligations contained herein shall persist beyond the completion or termination of this Contract. This includes, but is not limited to warranties, indemnifications, intellectual property rights, protections of intellectual property, and proprietary information.