STANDARD TERMS AND CONDITIONS OF PURCHASE

These Terms and Conditions govern all purchases of materials, goods, and services by Closed Loop Solution, LLC (“CLS”) and apply to all Purchase Orders issued by CLS unless otherwise agreed to in writing. Acceptance of any Purchase Order or shipment of materials to CLS constitutes Seller’s agreement to these Terms and Conditions.

1. MATERIALS AND DELIVERY. Seller agrees to furnish and deliver the materials described in the applicable Purchase Order in accordance with the specifications, quantities, grades, and delivery schedules stated therein. Seller warrants that all materials delivered to CLS shall conform to the agreed specifications and shall be free from contamination, hazardous substances, excessive moisture, radioactive material, or any prohibited materials unless expressly disclosed and approved in writing by CLS prior to shipment.

Seller shall be responsible for proper packaging, loading, labeling, and transportation of all materials in compliance with all applicable federal, state, and local laws and regulations, including DOT, OSHA, EPA, and environmental requirements. Seller shall provide all documentation reasonably requested by CLS, including weight tickets, shipping documents, manifests, and Safety Data Sheets where applicable.

Risk of loss and title to materials shall remain with Seller until the materials have been delivered to and accepted by CLS.

2. INSPECTION AND REJECTION. All materials delivered to CLS are subject to inspection, grading, weighing, testing, and acceptance by CLS upon receipt or processing. CLS reserves the right to reject, downgrade, reclassify, or adjust the settlement value of any shipment that does not conform to the specifications stated in the Purchase Order or that contains contamination, hazardous substances, improperly prepared material, or material inconsistent with the represented grade or composition.

If any shipment or portion thereof is rejected, Seller shall, at Seller’s expense, promptly remove such material upon notice from CLS. CLS reserves the right to charge Seller for any handling, storage, disposal, transportation, environmental response, or other costs incurred as a result of nonconforming material. CLS scale weights, grading determinations, and settlement calculations shall govern final settlement unless otherwise agreed in writing.

3. PAYMENT TERMS. Unless otherwise specified in the applicable Purchase Order, payment terms shall be Net 30 days following receipt, inspection, and acceptance of material by CLS. CLS reserves the right to withhold payment pending resolution of any dispute relating to material quality, quantity, contamination, shortages, documentation deficiencies, or compliance with these Terms and Conditions.

Late shipments or failure to deliver in accordance with the agreed schedule may result in cancellation of the Purchase Order or adjustment of pricing at the discretion of CLS.

4. ENVIRONMENTAL AND REGULATORY COMPLIANCE. Seller represents and warrants that all materials supplied to CLS comply with all applicable environmental, safety, transportation, and regulatory requirements. Seller further warrants that no material delivered contains radioactive material, hazardous waste, PCB-containing substances, or any regulated substance prohibited by applicable law unless expressly disclosed and approved in writing by CLS.

Seller shall be solely responsible for any liability, damages, losses, penalties, cleanup costs, attorney fees, or claims arising out of the delivery of hazardous, contaminated, or noncompliant material. Seller agrees to defend, indemnify, and hold harmless CLS, its affiliates, employees, agents, and customers from and against any such claims or liabilities.

5. INDEMNIFICATION. Seller agrees to indemnify, defend, and hold harmless CLS from any and all claims, damages, losses, liabilities, costs, and expenses, including attorney fees, arising out of or related to Seller’s breach of these Terms and Conditions, negligent acts or omissions, violation of law, personal injury, property damage, or the delivery of nonconforming or hazardous material.

6. INSURANCE. Seller shall maintain adequate insurance coverage, including workers’ compensation, commercial general liability, automobile liability, and any environmental liability coverage required by law or reasonably necessary for the performance of Seller’s obligations. Evidence of such insurance shall be provided to CLS upon request.

7. FORCE MAJEURE. CLS shall not be liable for delays or failure to perform resulting from causes beyond its reasonable control, including acts of God, fire, flood, labor disputes, transportation interruptions, governmental actions, equipment failures, or other unforeseen events. CLS reserves the right to suspend, delay, or cancel Purchase Orders affected by such conditions without liability.

8. DEFAULT AND TERMINATION. CLS reserves the right to terminate or cancel any Purchase Order, in whole or in part, if Seller fails to comply with these Terms and Conditions, fails to deliver material as agreed, becomes insolvent, or otherwise breaches any obligation owed to CLS. Such termination shall not limit any other rights or remedies available to CLS under applicable law.

9. GOVERNING LAW. These Terms and Conditions and all transactions between the parties shall be governed by and construed in accordance with the laws of the State of California. Any dispute arising from these Terms or any Purchase Order shall be brought exclusively in the state or federal courts located in San Diego County, California.

10. ENTIRE AGREEMENT. These Terms and Conditions, together with the applicable Purchase Order, constitute the entire agreement between the parties and supersede all prior negotiations, discussions, or agreements relating to the subject matter herein. No amendment or modification shall be binding unless made in writing and signed by an authorized representative of CLS.