Supplier Terms and Conditions

ON POINT AEROSPACE INC. – Supplier Terms and Conditions

Revision B.97 – Last Revised 12/17/2025

On Point Aerospace Inc.

Purchase Order Terms & Conditions

1. Applicability

These Purchase Order Terms and Conditions (“Terms”) apply to all purchase orders (each, a “PO”) issued by On Point Aerospace Inc. (“On Point Aerospace” or “Company”) to any supplier (“Supplier”), regardless of the existence of any distribution or supply agreement, unless such agreement expressly supersedes these Terms in writing.

Acceptance of a PO, or commencement of performance by Supplier, constitutes acceptance of these Terms. Any change, addition, or modification to quantity or scope must be agreed to in writing by On Point Aerospace.

2. Equal Opportunity & Regulatory Compliance

On Point Aerospace incorporates by reference, and Supplier agrees to comply with, Executive Order 11246 and 41 C.F.R. § 60-1.4(a), to the extent required by law. Acceptance of a PO constitutes Supplier’s agreement to comply with such requirements and to provide certifications upon request.

Supplier warrants compliance with all applicable federal, state, and local laws and regulations, including but not limited to equal employment opportunity requirements and applicable provisions of 38 U.S.C. § 4212 and related executive orders.

3. Quality Management & Right of Entry

In accordance with SAE AS9100D / AS9120B paragraph 8.4.3:

Supplier grants On Point Aerospace, its customers, and applicable regulatory authorities the right of entry to all applicable facilities and documented information at any level of the supply chain.

Supplier shall notify On Point Aerospace promptly of any nonconforming processes, products, or services and obtain approval for disposition.

Supplier shall notify On Point Aerospace of quality alerts, product recalls, and any changes to products, processes, services, or manufacturing locations via Product Change Notices or equivalent means.

All applicable PO requirements shall be flowed down to sub-tier suppliers.

4. Records Retention

Supplier shall maintain documented information, including retention and disposition controls. All applicable test and inspection records, packing lists, and manufacturer certificates of conformity shall be retained for a minimum of ten (10) years unless otherwise specified in writing.

5. Product Safety & Handling

Supplier shall contribute to product and service conformity and product safety. Products must be handled, labeled, packaged, stored, and transported in accordance with applicable standards, specifications, and regulatory requirements.

6. Counterfeit Parts Prevention

Supplier shall prevent the use of counterfeit, suspected unapproved, or unapproved parts in accordance with SAE AS9100D / AS9120B paragraph 8.4.3. Supplier shall maintain anti-counterfeit practices consistent with DFARS 252.246-7007 and DFARS 252.246-7008.

7. Ethical Conduct & Anti-Corruption

Supplier shall comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act and the UK Anti-Bribery Act.

8. Certificates of Conformity

Supplier shall provide a Certificate of Conformity for all products supplied to On Point Aerospace for resale or distribution.

9. Slavery & Human Trafficking

Pursuant to the California Transparency in Supply Chains Act, Supplier certifies that:

It complies with all applicable labor, employment, and human rights laws;

It employs only workers meeting minimum legal age requirements;

It does not use forced, prison, or indentured labor;

Materials supplied comply with applicable slavery and human trafficking laws.

On Point Aerospace reserves the right to require corrective action or terminate the business relationship for noncompliance.

10. Prohibited Applications

Supplier shall comply with FAR 52.204-27, Prohibition on a ByteDance (TikTok) Covered Application.

11. Invoicing & Payment

Supplier shall submit an invoice with each shipment referencing the applicable PO number. Invoices shall be issued to On Point Aerospace Inc., c/o Accounts Payable.

Unless otherwise stated, payment terms are net thirty (30) days from invoice date. Early payment discounts, if applicable, shall be calculated in accordance with PO terms. Freight charges, taxes, and returnable container charges must be itemized.

 12. Title & Risk of Loss

Unless otherwise stated on the PO, title and risk of loss remain with Supplier until goods are delivered and off-loaded at the location designated by On Point Aerospace.

13. Freight & Delivery

Shipments shall be Delivered Duty Paid (DDP) from the manufacturer’s U.S. location. Supplier shall not designate On Point Aerospace as Importer of Record without prior written authorization.

14. Inspection & Acceptance

All goods are subject to inspection, testing, and acceptance by On Point Aerospace at destination. Nonconforming goods may be rejected or returned at Supplier’s risk and expense. Acceptance does not waive any rights or remedies.

15. Changes

On Point Aerospace may make changes to specifications, designs, materials, packaging, delivery schedules, or transportation methods. Any equitable adjustment shall be documented in writing.

16. Overshipment

Quantities delivered in excess of the PO may be rejected and returned at Supplier’s expense. Accepted excess quantities will be billed at the PO unit price.

17. Warranties

Supplier warrants that all goods are free from defects in material, workmanship, and title; conform to applicable specifications; and are fit for their intended purpose. The warranty period is one (1) year from delivery unless otherwise specified. Goods shall meet applicable OSHA safety standards.

18. Intellectual Property & Indemnification

Supplier warrants that goods do not infringe any intellectual property rights and shall defend, indemnify, and hold harmless On Point Aerospace, its officers, employees, customers, and end users from all related claims, damages, and expenses.

19. Termination

On Point Aerospace may cancel all or any part of a PO without penalty in the event of Supplier breach or failure to meet delivery requirements.

20. Assignment

Supplier may not assign or transfer a PO or any interest therein without the prior written consent of On Point Aerospace.

21. Governing Law & Venue

These Terms and any PO issued hereunder shall be governed by and construed in accordance with the laws of the State of Minnesota. Supplier consents to exclusive jurisdiction and venue in Minnesota courts.

22. Force Majeure

Neither party shall be liable for failure or delay in performance due to causes beyond its reasonable control, provided such failure is not due to negligence.

On Point Aerospace Inc.

108 Dundas Road, Building B, Unit 2

Monticello, MN 55362