PO Standard Purchase Terms

These Supplier Terms and Conditions apply to all purchase orders issued by ATL Diesel, Inc. ("ATL Diesel") to the supplier identified in the purchase order ("Supplier"). Each purchase order, together with these Terms and any attached specifications, drawings, or instructions, constitutes the entire agreement between ATL Diesel and Supplier for the goods described ("Goods").

ATL Diesel's submission of a purchase order is conditioned on Supplier's agreement that no additional or different terms proposed by Supplier — whether in a confirmation, invoice, acknowledgment, or other correspondence — shall modify these Terms, even if Supplier purports to condition its acceptance on such different terms.

Supplier's acceptance, acknowledgment, or commencement of performance constitutes acceptance of these Terms.

Prices stated in each purchase order include all taxes, shipping, duties, customs, tariffs, and government-imposed charges unless otherwise specified. At ATL Diesel's request, Supplier will itemize these charges on its invoices.

Any adjustment or change to pricing requires written notice with a minimum 90-day notification period.

Supplier warrants that prices charged to ATL Diesel are no less favorable than those extended to any other customer for the same or similar quantities. If Supplier reduces its price for any Goods to any other customer, Supplier must notify ATL Diesel and apply the same reduction immediately.

Invoices must be submitted within 30 days of delivery and sent to:

All invoices must include:

• ATL Diesel Purchase Order number
• Supplier part number and, where applicable, ATL Diesel part number
• Off-invoice discounts applied by line item, matching Supplier's submitted price file
• Separately itemized freight, handling, fuel, or other service charges

An invoice is required for payment. ATL Diesel will not process payments without a compliant invoice referencing the applicable purchase order.

Standard payment terms are Net 45 from the date ATL Diesel receives a compliant invoice. All payments are made in U.S. dollars.

Unless otherwise agreed in writing, freight terms are freight prepaid, FOB Destination to:

Risk of loss passes to ATL Diesel upon receipt and acceptance at the delivery location. Supplier bears all risk of loss or damage until that point.

Supplier must properly pack, mark, and ship Goods in accordance with applicable law and industry standards. Each shipment must include documentation referencing:

• ATL Diesel Purchase Order number
• Supplier's product identification numbers
• Quantity and number of cartons or containers
• Supplier's name and bill of lading number
• Country of origin, where applicable

ATL Diesel has 14 days following delivery to inspect all Goods and notify Supplier in writing of any rejection. "Nonconforming Goods" means goods that:

• Do not match the SKUs specified in the purchase order
• Are damaged or defective on visual inspection
• Exceed the quantity ordered

Goods not rejected within the inspection period are deemed accepted, but acceptance does not waive or limit Supplier's warranty obligations or duty to indemnify ATL Diesel.

Once ATL Diesel notifies Supplier of rejection, Supplier will not invoice for any Nonconforming Goods. For Nonconforming Goods, ATL Diesel may elect to:

• Return some or all rejected units to Supplier at Supplier's sole risk and expense
• Require Supplier to repair or replace the rejected Goods at Supplier's sole risk and expense
• Source substitute goods, with costs of cover charged to Supplier
• Repair the Goods itself or through a third party at Supplier's expense

Warranty and non-conforming returns are shipped freight collect with no restocking fees, to the nearest U.S. destination specified by Supplier.

Upon ATL Diesel's request, Supplier will provide local sales representation to work with ATL Diesel's sales team to promote Supplier's products. Supplier will also provide direct product training for any product it offers upon ATL Diesel's request.

Supplier warrants to ATL Diesel and end users of the Goods:

• For Goods not manufactured by Supplier: Supplier will pass through, transfer, and assign all manufacturer warranties to ATL Diesel and facilitate any warranty claims against manufacturers on ATL Diesel's behalf.
• For Goods manufactured by Supplier: Goods will be (a) merchantable and free from latent or patent defects in design, materials, and workmanship; (b) non-infringing of any third-party intellectual property rights; (c) fit for the purposes intended by ATL Diesel and its customers; and (d) compliant with all applicable laws.
• All Goods will be new (unless otherwise specified in the applicable purchase order) and conveyed with good title, free and clear of all encumbrances.

Product warranties: (a) are in addition to all other express, implied, statutory, and common law warranties; (b) extend to the Goods' future use and performance; (c) survive delivery, inspection, acceptance, use, and payment; (d) inure to the benefit of ATL Diesel, its successors and assigns, and end users; and (e) may not be disclaimed or limited by Supplier. The statute of limitations on warranty claims begins no earlier than the date ATL Diesel discovers a breach or is notified of a defect by a customer.

Supplier represents and warrants to ATL Diesel that:

• It is a duly organized, validly existing entity in good standing under the laws of its state of organization
• It is qualified to do business in every jurisdiction required for performance under any purchase order
• It has full authority to accept purchase orders and perform its obligations, and any authorized representative acting on Supplier's behalf is duly authorized to do so
• Acceptance and performance do not violate Supplier's organizational documents or any other agreement to which it is a party
• It is and will remain in compliance with all applicable laws and holds all required licenses, authorizations, and permits
• It owns or has license to all intellectual property required for the manufacture, sale, promotion, or marketing of the Goods

Where applicable, Supplier must provide ATL Diesel with Safety Data Sheets (SDS) and/or Material Safety Data Sheets (MSDS) containing health, safety, and hazard communication information consistent with all regulatory requirements. These must be delivered in writing on the date of first delivery of the relevant Goods.

Supplier must comply with all applicable laws and regulations relating to hazardous Goods, including those governing packaging, labeling, reporting, carriage, and disposal.

Supplier shall defend, indemnify, and hold harmless ATL Diesel, Inc., its affiliates, subsidiaries, and their respective officers, directors, employees, agents, and contractors from and against any and all damages, claims, liabilities, losses, or expenses (including reasonable attorneys' fees) to the extent arising from:

• Any product liability claim or claim that a Good caused damage or injury based on a manufacturing defect
• Any claim that a Good, including its labeling or packaging, infringes the valid intellectual property rights of any third party
• Any claim that ATL Diesel is responsible for Supplier-owed debts or payments
• Any negligent acts, omissions, or willful misconduct of Supplier, its agents, employees, or subcontractors, except to the extent caused by ATL Diesel
• Any third-party claim resulting from a breach by Supplier of any covenant, representation, or warranty
• The handling or disposal of any hazardous materials in or released from any Good manufactured at Supplier's direction

Supplier must maintain adequate insurance to satisfy its indemnification obligations. See Section 12 for coverage requirements.

Supplier must maintain, at its own expense and throughout the term of any purchase order, adequate insurance coverage including at minimum: Commercial General Liability and/or Product Liability insurance (including premises and operations, contractual liability, broad form property damage, and products and completed operations); and, if Supplier uses a vehicle in performance of its obligations, Automobile Liability insurance covering owned, non-owned, rented, and hired vehicles.

ATL Diesel may request evidence of current coverage at any time.

Supplier grants ATL Diesel an irrevocable, non-exclusive, worldwide, perpetual, royalty-free license — with the right to sublicense — to use Supplier's intellectual property in connection with the use, marketing, promotion, advertisement, and sale of the Goods.

ATL Diesel acquires no right, title, or interest in Supplier's trademarks beyond this limited license. ATL Diesel will not use Supplier's trademarks as part of its corporate or trade name, and will not remove or alter any trademarks, notices, or identifying marks on Goods or their packaging, without Supplier's prior written consent.

ATL Diesel will promptly notify Supplier of any suspected third-party infringement of licensed trademarks.

Except for claims based on intentional misconduct, gross negligence, fraud, or infringement or misappropriation of intellectual property rights, neither party nor their respective employees, officers, or directors will be liable for consequential, special, indirect, punitive, or exemplary damages, or lost profits.

In connection with any purchase order, each party may receive proprietary or confidential information ("Confidential Information") of the other party. These Terms and the terms of any purchase order constitute Confidential Information.

Neither party will disclose the other's Confidential Information to any third party during the term of any active purchase order and for one year following its termination, except as required by law or with the prior written consent of the disclosing party.

Neither party will be responsible for failure to perform its obligations due to causes beyond its reasonable control and without its fault or negligence, including fire, flood, war, labor disputes, pandemic, shortages, riots, earthquakes, or acts of God. The non-performing party must promptly notify the other party of its inability to perform, the cause, and the estimated duration, and must exercise reasonable efforts to resume performance as soon as the cause is removed or ceases.

All formal notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, registered mail (return receipt requested), or email. Notice is effective only upon receipt by the receiving party.

Supplier may not assign any rights or delegate any obligations under any purchase order without ATL Diesel's prior written consent. Any attempted assignment without such consent is void. Supplier may not subcontract any obligations without ATL Diesel's prior written consent.

If Supplier fails to timely pay a subcontractor, ATL Diesel has the right — but not the obligation — to pay the subcontractor and offset that amount against amounts owed to Supplier.

Any dispute arising out of or relating to these Terms or any purchase order must first be submitted in writing for good-faith negotiation between the parties' designated representatives. If the parties cannot resolve the dispute within 30 days of the written notice, either party may file suit in accordance with Section 20.

These Terms are governed by the laws of the State of Texas without regard to conflict of law principles. The parties waive application of the UN Convention on Contracts for the International Sale of Goods.

Any unresolved dispute must be brought exclusively in the state or federal courts located in Dallas County, Texas. Each party irrevocably submits to the exclusive jurisdiction of those courts.

If any Goods carry a core charge, Supplier must comply with the following:

• Provide a monthly core report showing purchases by core group and month-by-month activity by region
• Provide a written freight policy, including any pick-up and delivery schedule for ATL Diesel locations
• Allow a minimum of 12 months for core returns from the core billing date (or 6 months for delayed billing arrangements)
• Issue all core credits within 45 days of receipt of returned cores. On the 46th day, ATL Diesel will deduct the core shipment value from the monthly statement
• Adjust core charges only on January 1 of each year
• On stock lifts involving core-charged Goods, issue core credit at current core pricing
• Upon termination of the supplier relationship, return all cores to an ATL Diesel location, freight prepaid, as directed by ATL Diesel

All core reporting must be made available to ATL Diesel electronically by the first of each month.