Nomagic Inc.

1. Purchase Orders

A Purchase Order ("PO") constitutes Buyer's offer to purchase goods or services.

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

No changes, modifications, or additions to the PO are binding unless confirmed in writing by Buyer.

Supplier shall acknowledge receipt of POs within 48 hours of issuance.

2. Pricing and Invoicing

Prices stated on the PO are firm and not subject to increase unless agreed in writing by Buyer.

Prices include all packaging, labeling, and handling unless otherwise specified.

Invoices must reference the PO number and be submitted electronically to the designated email address.

Buyer reserves the right to reject invoices that do not comply with PO terms or lack proper documentation.

3. Payment Terms

Unless otherwise stated on the PO, payment terms are Net 30 days from receipt of a conforming invoice.

Payment does not constitute acceptance of goods or waiver of any rights or remedies.

Buyer may withhold payment for disputed items without affecting obligations on undisputed amounts.

4. Delivery and Shipping

Time is of the essence for all deliveries.

Goods shall be delivered to the destination specified on the PO by the required delivery date.

Supplier shall immediately notify Buyer of any anticipated delays.

Delivery requirements include:

• all shipments must reference the PO number on packing slips, bills of lading, and invoices
• material certifications and test reports must accompany shipment where applicable
• goods must be packaged to prevent damage during transit
• all applicable customs documentation must be provided for international shipments

Unless otherwise specified, shipping terms are DAP Buyer's facility (Incoterms 2020).

Risk of loss remains with Supplier until delivery and acceptance at Buyer's facility.

5. Inspection and Acceptance

All goods are subject to inspection and testing by Buyer upon receipt.

Buyer reserves the right to reject goods that do not conform to the PO specifications, drawings, or quality requirements.

Rejected goods may be returned to Supplier at Supplier's expense, including all shipping and handling costs.

Acceptance of goods does not waive Buyer's right to later claim for latent defects.

6. Quality and Compliance

All goods must conform to:

• specifications, drawings, and requirements stated on or referenced in the PO
• applicable industry standards and codes
• all applicable laws, regulations, and safety requirements
• Buyer's quality requirements as communicated separately

Supplier shall maintain a quality management system adequate for the goods and services provided.

Buyer reserves the right to audit Supplier's quality systems and manufacturing processes upon reasonable notice.

7. Warranty

Supplier warrants that all goods shall be new (unless otherwise specified), free from defects in materials and workmanship, and conform to the specifications and requirements of the PO.

The warranty period shall be the longer of: (a) Supplier's standard warranty, (b) 12 months from delivery, or (c) as specified on the PO.

Supplier's warranty obligations include:

• prompt repair or replacement of defective goods at no cost to Buyer
• reimbursement of reasonable costs incurred by Buyer in connection with defective goods
• replacement parts are warranted for the remainder of the original warranty period or 6 months, whichever is longer

8. Intellectual Property

Supplier warrants that the goods and their use do not infringe upon any patent, trademark, copyright, or other intellectual property rights of any third party.

Supplier shall indemnify and hold Buyer harmless from any claims, damages, or expenses arising from actual or alleged infringement.

9. Confidentiality

Supplier shall treat all Buyer information, specifications, drawings, and business data as confidential and shall not disclose such information to third parties without prior written consent.

This obligation survives termination or completion of any PO.

10. Indemnification and Insurance

Supplier shall indemnify, defend, and hold harmless Buyer from and against all claims, losses, damages, liabilities, and expenses arising from:

• defective goods or services
• Supplier's negligence or willful misconduct
• breach of these Terms or the PO
• violation of applicable laws or regulations
• intellectual property infringement

Supplier shall maintain adequate insurance coverage, including commercial general liability and product liability, and shall provide certificates of insurance upon request.

11. Cancellation and Termination

Buyer may cancel or terminate a PO in whole or in part at any time by written notice.

In the event of cancellation for convenience, Buyer's liability shall be limited to payment for conforming goods delivered and accepted prior to cancellation.

Buyer may terminate a PO immediately for cause, including Supplier's breach, failure to deliver, insolvency, or failure to meet quality requirements.

12. Changes

Buyer reserves the right to make changes to the PO including specifications, delivery schedules, and quantities.

If any change affects price or delivery, Supplier shall promptly notify Buyer. No price or schedule adjustment shall be binding without Buyer's written approval.

13. Force Majeure

Neither party shall be liable for delays or failure to perform caused by events beyond reasonable control, provided the affected party gives prompt notice and uses commercially reasonable efforts to mitigate the impact.

If a force majeure event continues for more than 60 days, Buyer may cancel the affected portion of the PO without liability.

14. Export and Trade Compliance

Supplier shall comply with all applicable export control, trade sanctions, and anti-corruption laws and regulations.

Supplier shall provide all required export classification, country of origin, and customs documentation.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Georgia, without regard to conflict of law principles.

Any dispute arising from or relating to these Terms or a PO shall be resolved exclusively in the state or federal courts located in Fulton County, Georgia.

16. Entire Agreement

These Terms, together with the applicable Purchase Order and any referenced specifications or documents, constitute the entire agreement between Buyer and Supplier for the purchase of goods and services.

No modification shall be binding unless in writing and signed by an authorized representative of Buyer.