PURCHASE ORDER TERMS & CONDITIONS

Rev. 12 Jun 2026
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STANLEY MANUFACTURING PURCHASE ORDER TERMS AND CONDITIONS

1. Applicability
These Terms apply to every purchase order issued by Stanley Manufacturing Company Inc. (“STANLEY”) for goods, materials, components, parts, deliverables, or services. Acceptance of a PO, commencement of work, shipment, or performance constitutes Seller’s acceptance of the PO and these Terms. Any additional or different terms proposed by the seller are rejected unless expressly agreed to in writing by STANLEY.

2. Conforming Products
Seller shall promptly notify STANLEY in writing upon detecting any actual or suspected nonconforming Product during receipt, processing, manufacture, inspection, storage, or dispatch. Seller shall not ship,use, or dispose of any nonconforming Product intended for STANLEY without STANLEY’s prior written authorization.

3. Escape Notification
For aerospace parts or materials, Seller shall notify STANLEY in writing within 24 hours after discovering or suspecting any quality escape affecting Product delivered to STANLEY or its customers, using the AS9131 form or another format STANLEY requires. Seller shall provide containment, traceability, corrective action, and impact assessment information as requested.

4. Change Control
Seller shall not make any change affecting Products supplied to STANLEY, including any change in product, design, material, process, inspection method, sub-tier supplier, source of supply, special process, or manufacturing location, without prior written notice to STANLEY and, where requested, prior written approval.

5. FOD Prevention
Seller shall maintain effective foreign object prevention controls and shall ensure that foreign objects and foreign object damage (“FOD”) are eliminated from all Products before shipment. Seller shall maintain a FOD-free environment, as applicable, throughout machining, manufacturing, assembly, maintenance, inspection, storage, packaging, handling, and shipping.

6. Specifications and Records
Unless otherwise stated in the PO, Seller shall comply with the current revision level of all specifications, drawings, standards, and other technical or quality requirements referenced in the PO or its attachments. For aerospace parts and materials, Seller shall retain complete processing, inspection, testing, traceability, and quality records for at least eleven (11) years after completion of the applicable program and shall give STANLEY at least three (3) months’ written notice before any permitted destruction of those records.

7. Evidence and Access
Upon request, Seller shall promptly provide objective evidence of compliance with PO requirements, including personnel qualifications, process controls, inspection results, certifications, and other documents reasonably requested by STANLEY. Seller shall also grant STANLEY, STANLEY’s customers, and applicable regulatory authorities reasonable access, on notice and during normal business hours, the applicable areas of Seller’s facilities and relevant sub-tier supplier facilities for verification of conformity, quality, and compliance.

8. Counterfeit Parts Prevention
Seller shall establish, implement, and maintain processes appropriate to prevent the use, inclusion, or delivery of counterfeit, fraudulent, suspect, or unapproved parts or materials. Seller shall immediately notify STANLEY if it becomes aware of any actual or suspected counterfeit, fraudulent, or suspect part or material affecting Products supplied or to be supplied to STANLEY and shall, at its own cost, take all actions necessary to contain, replace, remediate, and investigate the issue.

9. Product Safety and Ethics
For aerospace parts and materials, Seller shall ensure awareness throughout its organization of the importance of product and service conformity, product safety, and ethical behaviour. Seller shall ensure that materials, manufacturing processes, workmanship, inspection, and quality controls meet the highest applicable standards necessary to achieve full conformity and safe performance.

10. No Waiver of Responsibility
Any verification, inspection, test, source inspection, validation, approval, or audit performed by STANLEY, STANLEY’s customer, or their representatives shall not relieve Seller of its sole responsibility to furnish conforming Products and comply fully with all PO requirements.

11. Flow-Down
For aerospace parts and materials, Seller shall flow down to its sub-tier suppliers all applicable technical, quality, regulatory, customer, traceability, record retention, counterfeit prevention, product safety, and ethical behaviour requirements contained in the PO and these Terms, and Seller remains fully responsible for the acts and omissions of its sub-tier suppliers.

12. Shelf Life
For aerospace parts and materials, any Product with a shelf life or limited useful life, including adhesives, inks, coatings, sealants, or chemical products, shall have at least eighty-five percent (85%) of its shelf life remaining upon receipt at the STANLEY facility identified in the PO and shall be clearly marked with batch information, manufacture date, and expiry date, where applicable.

13. Shipment Documents and Packaging
Each shipment shall include a packing slip clearly identifying the applicable PO number, part number, description, quantity shipped, and any serial number, batch number, lot number, certificate, or other traceability information required by the PO. Seller shall prepare, preserve, package, pack, and mark all Products in accordance with the PO and STANLEY’s instructions. Any loss, damage, contamination, or expense resulting from Seller’s failure to comply with this clause shall be borne by Seller.

14. Supplier Performance
STANLEY may conduct periodic supplier performance and risk assessments, taking into account quality, delivery, service, responsiveness, compliance, and the criticality of the Products supplied. Upon request, Seller shall reasonably cooperate with such assessments and with any resulting correctiveaction or improvement activities.

15. Customer Verification
For aerospace parts and materials, test reports, final acceptance criteria, and conformity to requirements may be subject to verification or acceptance by STANLEY’s customer. Seller shall provide all documentation and assistance reasonably required for that purpose.

16. Conflict Minerals and Responsible Sourcing
Seller shall maintain a supply chain due diligence process reasonably designed to identify and document the country of origin of tin, tungsten, tantalum, gold, rare earth minerals, and any other minerals or materials for which sourcing diligence is required by applicable law, regulation, or customer requirement in connection with Products supplied to STANLEY. Seller shall provide supporting declarations and documentation upon request.

17. Delivery and Delays
Time is of the essence with respect to Seller’s performance under each PO. Seller shall immediately notify STANLEY in writing if it anticipates or becomes aware of any actual or potential delay, shortage, disruption, or inability to meet the required delivery or performance schedule, and shall state the cause, expected duration, effect on the PO, and actions being taken to mitigate the delay and restore on-schedule performance.

18. Cybersecurity and Data Protection
For aerospace parts and materials, Seller shall implement and maintain commercially reasonable physical, technical, organizational, and cybersecurity safeguards to protect the confidentiality, integrity, availability, and security of STANLEY’s non-public information and any systems used to store, process, transmit, or access such information. Seller shall notify STANLEY without undue delay of anyactual or suspected unauthorized access, use, disclosure, loss, corruption, compromise, or destruction affecting STANLEY’s non-public information or related systems, and shall cooperate fully in investigation, containment, remediation, and recovery.

19. Termination; Rejection and Remedies
STANLEY may terminate any PO, in whole or in part, at any time upon written notice for convenience or for Seller default, including failure to meet delivery requirements, failure to provide conforming Products, breach of these Terms, or failure to provide adequate assurance of performance when requested by STANLEY. STANLEY may inspect Products at any reasonable time and may reject any Product that is defective, nonconforming, damaged, improperly documented, or otherwise not in strict compliance with the PO. At STANLEY’s election and at Seller’s sole cost and expense, Seller shall promptly replace or re-perform the nonconforming Product, refund amounts paid, reimburse STANLEY for reasonable costs incurred as a result of the nonconformity, and arrange return shipment or disposal as directed by STANLEY.

20. General
These Terms and each PO shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The parties attorn exclusively to the courts located in Toronto, Ontario for any dispute arising out of or relating to a PO or these Terms. If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver by STANLEY of any breach or default shall constitute a waiver of any other or subsequent breach or default. Sellershall not assign, delegate, or subcontract any material portion of a PO without STANLEY’s prior written consent. Provisions that by their nature should survive, including those relating to records, confidentiality, cybersecurity, audit, conformity, and remedies, shall survive completion, cancellation, or termination of the PO.