ANTARES NUCLEAR, INC.

General Terms and Conditions of Purchase

Revision Date: July 16, 2026

These General Terms and Conditions of Purchase (these “Conditions”) apply to each Purchase Order issued by Antares Nuclear, Inc. that incorporates these Conditions. Capitalized terms have the meanings given below or elsewhere in the applicable Purchase Order.

SECTION 1. DEFINITIONS

1.1. “Antares” means Antares Nuclear, Inc. and, where the context requires, its permitted successors and assigns.

1.2. “Antares Data” means all information, data, records, files, credentials, personal data, technical data, software, models, drawings, specifications, test results, Government-furnished information, and other content provided or made available by or on behalf of Antares, or collected, generated, processed, stored, or transmitted by Supplier for Antares in connection with the Purchase Order.

1.3. “Antares Materials” means all tools, equipment, materials, components, samples, property, information, software, documentation, and other items furnished, funded, or paid for by Antares, including any special tooling or test equipment identified in the Purchase Order.

1.4. “Applicable Law” means all laws, regulations, rules, ordinances, orders, permits, licenses, approvals, codes, and binding governmental requirements applicable to Supplier, the Goods, Services, Deliverables, place of performance, shipment, import, export, or performance of the Purchase Order.

1.5. “Background IP” means intellectual property owned, controlled, conceived, or developed by a party before the Purchase Order or independently of the Purchase Order without use of the other party’s Confidential Information or resources.

1.6. “Confidential Information” has the meaning stated in Section 11.

1.7. “Deliverables” means all documents, reports, designs, drawings, analyses, data, software, source code, object code, models, prototypes, specifications, inventions, discoveries, materials, and other work product that Supplier is required to create, develop, or deliver under the Purchase Order, excluding the physical Goods themselves.

1.8. “Fees” means the total prices, charges, and other compensation payable to Supplier as expressly stated in the Purchase Order.

1.9. “Goods” means the products, parts, equipment, materials, components, and other tangible items identified in the Purchase Order.

1.10. “Government Contract Requirements” means any FAR, DFARS, agency supplement, prime-contract, grant, cooperative-agreement, other-transaction, security, funding-agreement, or other governmental terms and flowdowns expressly identified in or incorporated into the Purchase Order or an applicable addendum.

1.11. “International Trade Controls” means all applicable export-control, import, customs, sanctions, antiboycott, anti-corruption, nuclear nonproliferation, and international-trade laws and regulations, including, as applicable, the International Traffic in Arms Regulations, Export Administration Regulations, sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control and the U.S. Department of State, U.S. customs laws, the Foreign Corrupt Practices Act, the UK Bribery Act, 10 C.F.R. Parts 810 and 110, and applicable foreign equivalents.

1.12. “Purchase Order” means Antares’s order for Goods and/or Services, including the documents incorporated into it in accordance with its order-of-precedence provision.

1.13. “Services” means the services, labor, consulting, engineering, testing, support, installation, and other activities identified in the Purchase Order.

1.14. “Supplier” means the person or entity to whom Antares issues the Purchase Order, including its approved subcontractors and Supplier Personnel where the context requires.

1.15. “Supplier Personnel” means Supplier’s employees, contractors, subcontractors, agents, and other representatives who perform the Purchase Order.

1.16. “Work Product” means Deliverables first created specifically for Antares in performance of the Purchase Order, excluding Supplier Background IP and approved third-party materials.

SECTION 2. SUPPLIER TERMS

2.1. The Purchase Order is Antares’s offer and is expressly limited to, and conditioned on Supplier’s acceptance of, the Purchase Order. Supplier accepts the Purchase Order by written acknowledgment, commencement of performance, shipment or delivery of any Goods, provision of any Services, or acceptance of payment.

2.2. The order of precedence stated on the face of the Purchase Order applies. Supplier’s quotation or proposal is incorporated only if and to the limited extent expressly identified on the face of the Purchase Order. Any incorporated quotation or proposal is incorporated solely for the description, quantity, price, or delivery schedule of the Goods or Services and not for any legal or commercial terms unless expressly stated otherwise.

2.3. Antares rejects any additional or different terms contained in Supplier’s quotation, acknowledgment, invoice, website, portal, click-through terms, shipping documents, or other communication. Supplier’s performance is not conditioned on Antares’s acceptance of any Supplier term. No course of dealing, course of performance, or trade usage will modify the Purchase Order.

2.4. Only an Antares procurement representative with actual authority may modify the Purchase Order, approve an equitable adjustment, waive a requirement, or authorize additional work. Supplier proceeds at its own risk if it performs additional or changed work without written authorization from such a representative.

SECTION 3. SUPPLIER PERFORMANCE AND PERSONNEL

3.1. Supplier shall provide the Goods, Services, and Deliverables strictly in accordance with the Purchase Order, all applicable specifications, drawings, statements of work, schedules, quality requirements, and Applicable Law. Time is of the essence.

3.2. Supplier shall perform the Services in a professional and workmanlike manner, using personnel with appropriate qualifications, training, experience, licenses, and authorizations, and in accordance with generally recognized industry standards and any higher standard stated in the Purchase Order.

3.3. Supplier shall obtain and maintain all permits, licenses, approvals, registrations, consents, and certifications necessary to perform the Purchase Order. Supplier shall promptly notify Antares of any actual or threatened suspension, revocation, lapse, or material restriction affecting any such authorization.

3.4. Supplier is responsible for the acts and omissions of Supplier Personnel. At Antares’s reasonable request, Supplier shall promptly remove and replace any Supplier Personnel whose performance, conduct, qualifications, security status, or access presents a reasonable concern, without delaying performance or increasing the Fees.

3.5. Supplier shall immediately notify Antares of any actual or anticipated event that may affect cost, quality, safety, security, compliance, or schedule. Notice does not excuse performance or entitle Supplier to an adjustment unless Antares approves one in a written change order.

SECTION 4. DELIVERY AND TITLE

4.1. Supplier shall deliver the Goods and Deliverables and complete the Services by the dates and at the locations stated in the Purchase Order. Supplier shall not make early, partial, substitute, or excess deliveries without Antares’s prior written approval. Antares may return unauthorized deliveries at Supplier’s risk and expense.

4.2. Supplier shall package, mark, preserve, and ship the Goods in accordance with the Purchase Order, Applicable Law, carrier requirements, good commercial practice, and any special handling requirements. Each shipment must include the Purchase Order number, line-item number, part number, revision, quantity, country of origin, packing list, and all required certificates and records. Supplier shall be liable for damage caused by inadequate packaging or preservation.

4.3. Unless the Purchase Order states otherwise, delivery terms are DDP Antares’s identified destination (Incoterms 2020), freight prepaid, with title and risk of loss remaining with Supplier until delivery and Antares’s acceptance. Incoterms allocate transportation obligations only and do not modify inspection, acceptance, warranty, or other rights.

4.4. If Antares pays for Goods, materials, tooling, work in process, or Deliverables before delivery, title passes to Antares upon payment to the extent of the payment made. Supplier shall identify, segregate, protect, and insure such property as Antares property, free of liens and encumbrances. Risk of loss remains with Supplier until delivery and acceptance unless the Purchase Order expressly states otherwise.

4.5. Supplier shall not impose or permit any lien, security interest, retention-of-title claim, or other encumbrance on Goods, Deliverables, or Antares Materials. Supplier shall promptly discharge any such claim at its expense.

SECTION 5. INSPECTION AND ACCEPTANCE

5.1. Antares, its customers, and applicable governmental authorities may inspect, test, review, and audit the Goods, Services, Deliverables, processes, facilities, records, and quality systems at reasonable times and places, including at Supplier and approved lower-tier facilities. Any inspection or source acceptance does not relieve Supplier of responsibility or constitute final acceptance.

5.2. Antares may accept or reject Goods, Services, or Deliverables after a reasonable inspection and evaluation period. Payment, use, inspection, testing, source inspection, or failure to inspect does not constitute acceptance and does not waive latent defects, fraud, nonconformity, warranty rights, or other remedies.

5.3. If Goods, Services, or Deliverables are defective, late, incomplete, unsafe, or otherwise nonconforming, Antares may, at its option and in addition to other remedies: (i) reject all or part; (ii) require prompt repair, replacement, correction, or re-performance; (iii) accept with an equitable price reduction; (iv) obtain a refund; (v) correct or reperform the work itself or through a third party at Supplier’s expense; (vi) procure substitute goods or services and recover reasonable cover costs; or (vii) terminate the affected portion of the Purchase Order.

5.4. Supplier shall bear all reasonable costs associated with nonconformity, including inspection, sorting, containment, investigation, root-cause analysis, corrective action, removal, disassembly, transportation, expedited freight, repair, replacement, reinstallation, requalification, retesting, recall, field service, and disposal. Repaired, replaced, or reperformed items are subject to the warranties in Section 7 from the date of acceptance of the corrected item.

5.5. Supplier shall not deliver nonconforming Goods or Services under a deviation, waiver, use-as-is, repair, or other disposition without Antares’s prior written approval. Antares’s approval of one deviation does not approve any other deviation or modify the applicable requirements.

SECTION 6. INVOICES AND PAYMENTS

6.1. The Fees are firm and include all costs of performance, including labor, materials, tooling unless separately stated, packaging, preservation, documentation, insurance, overhead, profit, duties, tariffs, travel, and other expenses, except for transaction taxes properly chargeable to Antares and separately stated on the invoice. Supplier may not add surcharges or increase prices without a written change order.

6.2. Supplier’s invoices must be accurate, itemized, and submitted in the manner directed by Antares. Each invoice must include the Purchase Order number, line-item number, description, quantity, unit price, delivery or performance date, applicable milestone, separately stated taxes, and supporting records reasonably requested by Antares. Antares may reject or return incomplete, inaccurate, duplicate, or unsupported invoices without starting the payment period.

6.3. Unless the Purchase Order states otherwise, Antares will pay each undisputed, properly submitted invoice within sixty (60) days after the later of receipt of the invoice or acceptance of the applicable Goods, Services, or Deliverables. Supplier shall submit invoices no later than ninety (90) days after the applicable delivery or performance, and Antares may reject untimely invoices except to the extent prohibited by Applicable Law.

6.4. Antares may withhold disputed amounts while the parties work in good faith to resolve the dispute. Antares may set off or recoup any amounts Supplier owes Antares or its affiliates against amounts otherwise payable to Supplier, to the extent permitted by Applicable Law. Payment does not constitute acceptance or waive any right.

6.5. Supplier is responsible for all taxes based on Supplier’s income, payroll, property, personnel, or business operations. Antares is responsible only for sales, use, value-added, or similar transaction taxes that Supplier is legally required to collect from Antares and separately states on the invoice. Supplier shall honor valid exemption certificates and reasonably cooperate with Antares in claiming available exemptions or refunds.

6.6. Supplier shall not change payment instructions or bank-account information except through a written notice from an authorized Supplier representative and Antares’s independent verification process. Antares is not responsible for payments misdirected because of Supplier’s failure to follow that process or compromise of Supplier’s systems.

SECTION 7. WARRANTIES

7.1. Supplier represents and warrants that all Goods, Services, and Deliverables will: (i) strictly conform to the Purchase Order and all applicable specifications, drawings, samples, descriptions, statements of work, and approved changes; (ii) be new and composed of previously unused components unless Antares expressly approves otherwise; (iii) be merchantable, of good material and workmanship, and free from defects; (iv) be fit and safe for their intended and disclosed purposes, including purposes Supplier knows or reasonably should know; (v) be free from liens and encumbrances; and (vi) comply with Applicable Law and applicable industry standards.

7.2. Supplier further represents and warrants that: (i) Services will be performed professionally and workmanlike; (ii) Deliverables will be complete, accurate, and suitable for their intended use; (iii) Supplier has full authority to enter into and perform the Purchase Order; (iv) Antares’s possession, use, reproduction, modification, distribution, sale, and exploitation of the Goods and Deliverables as permitted by the Purchase Order will not infringe, misappropriate, or violate third-party rights; and (v) Supplier has disclosed all third-party materials and license restrictions applicable to the Deliverables.

7.3. Unless the Purchase Order states a longer period, the warranty period is the longer of: (i) twelve (12) months after Antares’s acceptance of the applicable Goods, Services, or Deliverables; (ii) twelve (12) months after first productive use, if installation or first use is delayed for reasons not caused by Antares; or (iii) Supplier’s or the manufacturer’s standard warranty. Warranties relating to title, authority, infringement, fraud, latent defects, and compliance survive for the maximum period permitted by Applicable Law.

7.4. The warranties are cumulative, extend to Antares, its affiliates, customers, successors, assigns, and end users, and are not exclusive of warranties arising by law. Supplier shall pass through and assign to Antares all manufacturer and subcontractor warranties to the extent permitted.

SECTION 8. CHANGES

8.1. Antares may direct changes within the general scope of the Purchase Order, including changes to drawings, designs, specifications, quantities, methods of shipping or packaging, inspection or acceptance locations, place of delivery, sequence, and delivery schedule. Supplier shall proceed diligently with the changed work as directed.

8.2. If a written change materially increases or decreases Supplier’s reasonable cost or time of performance, Supplier may request an equitable adjustment. Supplier must submit a complete, itemized, and supported request within fifteen (15) days after receiving the change, or within a longer period approved by Antares in writing. The request must separately identify cost, schedule, assumptions, mitigation, and impacts. Supplier waives adjustments not timely and adequately asserted, except to the extent prohibited by Applicable Law.

8.3. No adjustment is due for changes caused by Supplier’s breach, delay, error, omission, defective work, failure to comply with the Purchase Order, or reasonably foreseeable conditions that Supplier was responsible for evaluating. Supplier shall continue all unaffected work while any adjustment is being resolved.

8.4. Supplier shall not implement any material change to the Goods, Services, Deliverables, design, specifications, materials, components, processes, software, manufacturing or service location, key personnel, approved sources, or lower-tier suppliers without the notice and approval required by Section 14 and the Purchase Order.

SECTION 9. MATERIALS AND PROPERTY

9.1. Antares Materials remain Antares’s exclusive property. Supplier receives only a limited, revocable right to use Antares Materials solely to perform the Purchase Order and shall not use them for any other customer or purpose.

9.2. Supplier shall identify, mark, inventory, segregate, protect, preserve, maintain, and insure Antares Materials; keep them free from liens; use them only through qualified personnel; and promptly report any loss, damage, deterioration, or unauthorized use. Supplier bears the risk of loss except for reasonable wear from authorized use.

9.3. Supplier shall not modify, reproduce, dispose of, relocate, transfer, or permit access to Antares Materials without Antares’s prior written approval. At Antares’s request or upon completion or termination, Supplier shall promptly return or dispose of Antares Materials as directed, at Supplier’s expense unless the Purchase Order states otherwise.

9.4. Special tooling, dies, molds, fixtures, test equipment, software, and other items that Antares separately pays for or that are identified as Antares-owned become Antares Materials upon creation or payment, whichever occurs first. Supplier shall provide drawings, maintenance records, and other information necessary for Antares to use, maintain, reproduce, or transfer such items.

SECTION 10. INTELLECTUAL PROPERTY AND DELIVERABLES

10.1. Each party retains ownership of its Background IP. Except as expressly stated, purchasing Goods does not transfer ownership of Supplier’s Background IP embodied in commercially available Goods.

10.2. All Work Product is specially commissioned by Antares and will be deemed a “work made for hire” for Antares to the maximum extent permitted by law. To the extent any Work Product does not qualify as a work made for hire, Supplier hereby irrevocably assigns to Antares all worldwide right, title, and interest in and to the Work Product, including all patent, copyright, mask-work, trade-secret, database, design, and other intellectual-property rights. Supplier shall execute and cause Supplier Personnel to execute further documents reasonably requested to confirm, perfect, or enforce those rights.

10.3. Supplier shall disclose in writing, before incorporation, all Supplier Background IP and third-party materials proposed for inclusion in any Deliverable. Supplier shall not incorporate any such item without Antares’s written approval. To the extent approved Supplier Background IP is incorporated into or necessary to use, maintain, repair, modify, reproduce, manufacture, have manufactured, support, or exploit the Goods or Deliverables, Supplier grants Antares and its affiliates, customers, contractors, successors, and assigns a perpetual, irrevocable, worldwide, transferable, sublicensable, nonexclusive, fully paid-up, royalty-free license to exercise those rights.

10.4. Supplier shall not include software subject to open-source or other license terms that require disclosure, licensing, or distribution of Antares source code, proprietary materials, or derivative works; restrict Antares’s use, modification, distribution, or commercialization; or impose attribution, disclosure, or network-use obligations, unless Supplier discloses the applicable license and obtains Antares’s prior written approval.

10.5. Supplier shall promptly disclose inventions conceived or first actually reduced to practice in performance of the Purchase Order. Rights in inventions and technical data are subject to any Government Contract Requirements identified in the Purchase Order. To the extent mandatory governmental rights conflict with this Section, those governmental rights control only to the required extent.

10.6. Supplier waives, and shall obtain from Supplier Personnel a waiver of, moral rights and similar rights in the Work Product to the extent legally permitted. If waiver is not permitted, Supplier agrees not to assert such rights and shall obtain the same agreement from Supplier Personnel.

SECTION 11. CONFIDENTIALITY

11.1. “Confidential Information” means all nonpublic information disclosed or made available by or on behalf of Antares, in any form, that is marked confidential or proprietary or that reasonably should be understood as confidential given its nature or the circumstances of disclosure. Confidential Information includes Antares Data, technical information, designs, drawings, processes, software, business plans, pricing, costs, financial information, customer and supplier information, employee information, security information, the existence and terms of the Purchase Order, and information of third parties that Antares must protect.

11.2. Supplier shall: (i) use Confidential Information solely to perform the Purchase Order; (ii) protect it using at least the same degree of care Supplier uses for its own similar information, and no less than reasonable care; (iii) disclose it only to Supplier Personnel who have a need to know and are bound by written obligations at least as protective as these Conditions; and (iv) not reverse engineer, decompile, disassemble, analyze, or derive composition from any sample, prototype, software, or material except as expressly authorized in writing.

11.3. Confidential Information does not include information that Supplier can demonstrate by contemporaneous written records: (i) is publicly available through no breach; (ii) was lawfully known by Supplier without restriction before disclosure; (iii) was lawfully received from a third party without confidentiality duty; or (iv) was independently developed without use of or reference to Confidential Information.

11.4. If Supplier is legally compelled to disclose Confidential Information, Supplier shall, to the extent legally permitted, give Antares prompt written notice and reasonable assistance in seeking protective treatment. Supplier shall disclose only the minimum legally required portion and shall use reasonable efforts to obtain confidential treatment.

11.5. Upon request or completion or termination of the Purchase Order, Supplier shall promptly return or securely destroy Confidential Information and certify destruction, except for one archival copy retained solely if required by Applicable Law and protected under these Conditions. Supplier shall not retain Confidential Information in active systems, development environments, or reusable training datasets.

11.6. Supplier shall not issue publicity, make public announcements, identify Antares as a customer, use Antares’s name or trademarks, photograph Antares facilities or products, or disclose the relationship without Antares’s prior written consent.

11.7. Supplier’s confidentiality obligations continue for five (5) years after the later of disclosure or completion of the Purchase Order, except that obligations for trade secrets, export-controlled information, classified information, CUI, personal data, and information subject to a longer legal or contractual restriction continue for so long as the information remains protected or the longer period applies. Antares may seek injunctive or equitable relief for actual or threatened breach.

SECTION 12. INFORMATION SECURITY

12.1. Supplier shall maintain a written information-security program appropriate to the nature and sensitivity of Antares Data and the risks presented by Supplier’s performance. At a minimum, Supplier shall implement reasonable administrative, technical, and physical safeguards, including access controls and least privilege, multifactor authentication for privileged and remote access, encryption in transit and at rest where appropriate, secure configuration, vulnerability and patch management, malware protection, logging and monitoring, backups, incident response, personnel security, and secure disposal.

12.2. Supplier shall process Antares Data only as necessary to perform the Purchase Order and only in accordance with Antares’s documented instructions. Supplier shall not sell, monetize, mine, profile, or use Antares Data to train or improve any public, shared, or generalized artificial-intelligence or machine-learning model, or submit Antares Data to a public or shared generative-AI service, without Antares’s prior written approval.

12.3. Supplier shall not provide Antares Data to a subcontractor, subprocesser, cloud provider, or other third party without Antares’s prior written approval where required by the Purchase Order. Supplier remains responsible for all such parties and shall impose written obligations at least as protective as these Conditions. Supplier shall comply with any data-location, citizenship, access, or cloud-service restrictions identified in the Purchase Order.

12.4. A “Security Incident” means actual or reasonably suspected unauthorized access to, acquisition, use, disclosure, alteration, loss, destruction, or unavailability of Antares Data or systems used to perform the Purchase Order, or any compromise that may materially affect Antares. Supplier shall notify Antares at the contact stated in the Purchase Order without undue delay and in no event later than twenty-four (24) hours after discovery of a Security Incident. Supplier shall provide continuing updates, preserve evidence, contain and remediate the incident, cooperate with Antares and governmental authorities, and not notify third parties or affected individuals concerning Antares without Antares’s prior approval unless legally required.

12.5. To the extent a Security Incident results from Supplier’s breach, negligence, willful misconduct, or failure to maintain required safeguards, Supplier shall reimburse Antares for reasonable direct response, investigation, restoration, notification, credit-monitoring, regulatory, and remediation costs, without limiting Antares’s other remedies.

12.6. If Supplier processes personal data for Antares, Supplier shall comply with applicable privacy and data-protection laws and any data-processing addendum. Supplier shall assist Antares with legally required requests, assessments, notices, and regulator inquiries and shall not retain personal data longer than necessary.

12.7. If the Purchase Order involves Federal Contract Information, Controlled Unclassified Information, Covered Defense Information, classified information, or other government-controlled information, Supplier shall comply with the specific safeguarding, reporting, cloud, assessment, and certification requirements identified in the Purchase Order or applicable addendum, including any applicable FAR, DFARS, NIST, CMMC, or National Industrial Security Program requirements. Supplier shall not process such information on a system lacking the required status or authorization.

12.8. Upon reasonable request, Supplier shall complete Antares security assessments and provide relevant independent audit reports or certifications. Antares may conduct or commission a reasonable security audit following a Security Incident, material control deficiency, or credible compliance concern. Audits will be conducted in a manner designed to protect Supplier’s unrelated confidential information and avoid unreasonable disruption.

SECTION 13. COMPLIANCE WITH LAWS

13.1. Supplier shall comply with all Applicable Law and shall not take or omit any action that causes Antares to violate Applicable Law. Supplier shall maintain effective compliance policies, controls, training, and records appropriate to its performance and shall promptly disclose any actual or suspected material violation relating to the Purchase Order.

13.2. Supplier shall comply with all International Trade Controls. Supplier shall not export, reexport, transfer, release, import, broker, or provide access to any controlled Goods, software, technology, technical data, Services, or Deliverables except as authorized by Applicable Law and the Purchase Order. Supplier shall not permit access by a foreign person or from a foreign location where authorization is required, without Antares’s prior written approval and evidence of all required licenses, authorizations, or exceptions.

13.3. Supplier shall provide accurate export classifications, U.S. Munitions List categories, Export Control Classification Numbers, Schedule B and Harmonized Tariff classifications, country of origin, manufacturer information, and other trade data reasonably requested by Antares, and shall promptly notify Antares of changes. Supplier shall maintain supporting classification and origin records.

13.4. To the extent Supplier’s activities involve assistance or technology subject to 10 C.F.R. Part 810, or nuclear equipment or material subject to 10 C.F.R. Part 110, Supplier shall not undertake the activity without first coordinating with Antares and obtaining all required authorizations, licenses, reports, and approvals. Supplier shall provide information and cooperation reasonably requested to support Antares’s compliance and shall comply with all authorization conditions and reporting obligations applicable to Supplier.

13.5. Supplier represents that neither Supplier nor, to Supplier’s knowledge after reasonable screening, its owners, officers, directors, key employees, approved subcontractors, or sources used for the Purchase Order is a denied, debarred, suspended, excluded, or sanctioned person. Supplier shall conduct appropriate restricted-party screening and immediately notify Antares if this representation becomes inaccurate.

13.6. Supplier shall not offer, promise, authorize, give, request, or accept any bribe, kickback, improper payment, gift, or thing of value in connection with the Purchase Order. Supplier shall comply with applicable anti-corruption, gratuities, kickback, trafficking-in-persons, forced-labor, and human-rights requirements and shall not use forced, trafficked, prison, or child labor in violation of Applicable Law.

13.7. Supplier shall comply with environmental, health, safety, chemical, hazardous-material, and transportation laws. Supplier shall provide current safety data sheets, hazardous-material declarations, handling instructions, and required warnings before shipment or performance. Supplier is responsible for lawful packaging, labeling, transport, and disposal of hazardous materials.

SECTION 14. QUALITY ASSURANCE

14.1. Supplier shall maintain a documented quality-management system appropriate to the Goods and Services and compliant with any quality standard or Supplier Quality Requirements identified in the Purchase Order. Supplier shall flow down applicable quality requirements to its lower-tier suppliers and remains responsible for their compliance.

14.2. Supplier shall perform all inspections and tests necessary to demonstrate conformity and shall provide certificates of conformance, material certifications, test reports, inspection records, process certifications, calibration records, traceability records, and other objective evidence required by the Purchase Order. Records must be complete, accurate, legible, identifiable to the applicable item and revision, and protected from alteration or loss.

14.3. Unless the Purchase Order requires a longer period, Supplier shall retain Purchase Order, quality, traceability, inspection, test, manufacturing, cybersecurity, export, and compliance records for at least seven (7) years after final payment. Supplier shall not destroy records subject to a pending claim, investigation, audit, or longer Government Contract Requirement and shall provide records to Antares upon reasonable request.

14.4. Supplier shall obtain Goods and components from original manufacturers, authorized distributors, or other sources approved by Antares. Supplier shall maintain a counterfeit-parts prevention process and shall not deliver suspect, fraudulent, counterfeit, or unauthorized parts. Supplier shall immediately quarantine and notify Antares of any actual or suspected counterfeit item, provide traceability, and cooperate in investigation and reporting. Supplier bears all associated replacement, investigation, and corrective-action costs.

14.5. Supplier shall notify Antares in writing before implementing any material change to design, form, fit, function, performance, materials, composition, source, manufacturing process, inspection or test method, software or firmware, manufacturing or service location, key equipment, key personnel, or approved lower-tier supplier. Supplier shall obtain Antares’s prior written approval where the Purchase Order or reasonable quality practice requires approval. Supplier shall provide sufficient time and information for Antares to evaluate and qualify the change.

14.6. Supplier shall notify Antares within twenty-four (24) hours after discovering any actual or suspected escape, latent defect, nonconformity, safety issue, counterfeit item, or condition affecting previously delivered Goods, Services, or Deliverables. Supplier shall promptly contain affected items, identify all impacted lots and customers, conduct root-cause analysis, and implement corrective and preventive action acceptable to Antares.

14.7. Measuring and test equipment used for acceptance shall be calibrated and controlled using standards traceable to recognized national or international standards. Special processes shall be performed by qualified personnel and approved sources where required.

14.8. Antares and its customers and governmental authorities have reasonable right of access to applicable facilities, processes, records, personnel, and lower-tier suppliers for inspection, surveillance, audit, and verification. Supplier shall provide reasonable assistance and shall include equivalent access rights in applicable lower-tier agreements.

SECTION 15. FLOWDOWNS

15.1. Goods or Services may support a U.S. or foreign government contract, subcontract, grant, cooperative agreement, other transaction, or similar program. Government Contract Requirements apply only to the extent identified in the Purchase Order or an incorporated addendum, or to the extent otherwise mandatorily applicable by law. Supplier shall comply with each applicable requirement using the clause date and any substitutions stated in the Purchase Order or required by the applicable clause.

15.2. Supplier shall make all representations, certifications, disclosures, and reports required by applicable Government Contract Requirements and shall promptly notify Antares if any representation or certification becomes inaccurate. Supplier shall provide information reasonably requested to support Antares’s compliance, proposal, audit, reporting, or customer obligations.

15.3. Supplier shall flow down Government Contract Requirements to lower-tier suppliers to the extent required by the applicable clause or Purchase Order and shall not impose a clause on commercial products or commercial services where the governing requirement prohibits or limits that flowdown. Supplier remains responsible for selecting, managing, and monitoring lower-tier compliance.

15.4. If the Purchase Order is identified as a rated order under the Defense Priorities and Allocations System, 15 C.F.R. Part 700, Supplier shall accept or reject it within the required period, give it the required priority, schedule operations to meet the required delivery date, and extend the rating to qualifying lower-tier orders. Supplier shall immediately notify Antares of any conflict, rejection, delay, or need for special priorities assistance.

15.5. Supplier shall not communicate with a government customer concerning the Purchase Order, make commitments on Antares’s behalf, submit claims or requests for equitable adjustment, or use Antares’s or the government customer’s name without Antares’s prior written authorization, except where direct communication is legally required.

15.6. Government property, classified information, CUI, technical data, patent rights, cost or pricing data, audit rights, domestic sourcing, specialty metals, cybersecurity, supply-chain restrictions, and other program-specific requirements are governed by the applicable addendum or Purchase Order. If a mandatory Government Contract Requirement conflicts with another term, it controls only to the extent required for the applicable government-supported work.

SECTION 16. SUBCONTRACTORS

16.1. Supplier shall not subcontract a material portion of the Purchase Order, use a subcontractor with access to Antares facilities, Confidential Information, Antares Data, export-controlled information, FCI, CUI, or classified information, or change an approved critical source without Antares’s prior written approval. Approval does not relieve Supplier of responsibility.

16.2. Supplier shall bind approved subcontractors in writing to obligations sufficient to enable Supplier to comply with the Purchase Order, including applicable confidentiality, intellectual-property, cybersecurity, quality, records, audit, trade-control, government-flowdown, and access requirements. Supplier is responsible for all subcontractor acts and omissions as if they were Supplier’s own.

16.3. Supplier shall maintain reasonable supply-chain risk management and business-continuity processes, monitor critical sources, and promptly notify Antares of insolvency, allocation, obsolescence, sole-source dependency, capacity constraint, geopolitical risk, cyber risk, or other material threat to continuity. Supplier shall reasonably cooperate in mitigation, alternate-source qualification, and transition planning.

16.4. Supplier may not assign, delegate, transfer, factor, or otherwise dispose of the Purchase Order or any right to payment without Antares’s prior written consent. Any unauthorized assignment is void. Antares may assign the Purchase Order, in whole or in part, to an affiliate, successor, acquirer of relevant assets or business, financing source, government customer, or prime contractor upon written notice. Assignment of payment does not relieve Supplier of obligations or limit Antares’s defenses and setoff rights.

SECTION 17. INSURANCE

17.1. Supplier shall maintain, at its expense, insurance with reputable insurers authorized to operate where performance occurs and rated at least A- VII by A.M. Best or otherwise reasonably acceptable to Antares. Unless the Purchase Order specifies different limits, Supplier shall maintain as applicable: (i) workers’ compensation as required by law and employers’ liability of at least $1,000,000; (ii) commercial general liability, including products/completed operations and contractual liability, of at least $1,000,000 per occurrence and $2,000,000 aggregate; (iii) automobile liability of at least $1,000,000 combined single limit for owned, hired, and non-owned vehicles; (iv) professional/errors-and-omissions liability of at least $1,000,000 if Supplier provides professional, engineering, design, consulting, or technical Services; and (v) cyber/privacy liability of at least $2,000,000 if Supplier processes Antares Data or accesses Antares systems.

17.2. The Purchase Order may require higher limits, umbrella/excess coverage, aviation, marine, pollution, nuclear, property, crime, or other coverage based on the scope and risk. Supplier’s insurance does not limit its liability.

17.3. Where customary and commercially available, Antares and its affiliates shall be additional insureds on Supplier’s commercial general liability, automobile, and umbrella policies for liabilities arising from Supplier’s performance; coverage shall be primary and noncontributory; and insurers shall waive subrogation against Antares. Before performance and upon request, Supplier shall provide certificates and relevant endorsements. Supplier shall provide prompt notice of cancellation, nonrenewal, or material reduction in coverage, and at least thirty (30) days’ notice where commercially available.

SECTION 18. INDEMNIFICATION

18.1. Supplier shall defend, indemnify, and hold harmless Antares, its affiliates, customers, successors and assigns, and their respective officers, directors, employees, agents, and representatives (collectively, the “Antares Indemnitees”) from and against third-party claims, demands, actions, investigations, penalties, liabilities, judgments, settlements, losses, damages, costs, and reasonable attorneys’ fees arising out of or relating to: (i) Supplier’s breach of the Purchase Order or violation of Applicable Law; (ii) negligence, gross negligence, recklessness, fraud, or willful misconduct by Supplier or Supplier Personnel; (iii) bodily injury, death, or damage to tangible or digital property caused by Supplier’s performance; (iv) employment, wage, tax, benefit, or worker-classification claims by Supplier Personnel; (v) a Security Incident or privacy violation attributable to Supplier; or (vi) allegations that Goods, Services, Deliverables, Work Product, or Antares’s authorized use thereof infringe, misappropriate, or violate third-party intellectual-property or proprietary rights.

18.2. Supplier’s indemnity does not apply to the extent a final judgment determines that a claim was caused by the Antares Indemnitee’s gross negligence or willful misconduct. Antares shall provide reasonable notice and cooperation. Supplier may control the defense with counsel reasonably acceptable to Antares, but may not settle any claim that admits fault by an Antares Indemnitee, imposes nonmonetary obligations, restricts Antares’s activities, or does not provide a complete release without Antares’s prior written consent. Antares may participate with its own counsel at its expense, or at Supplier’s expense if a conflict of interest exists.

18.3. If any Goods, Services, or Deliverables are or are likely to become subject to an infringement claim or injunction, Supplier shall promptly and at its expense, at Antares’s option: (i) obtain the right for Antares to continue using them; (ii) replace or modify them so they are noninfringing without reducing form, fit, function, performance, security, support, or interoperability; or (iii) if neither is reasonably available, refund all amounts paid for the affected items and reimburse Antares’s reasonable transition, removal, reinstallation, requalification, and replacement costs. These remedies are in addition to Supplier’s indemnity obligations.

SECTION 19. LIMITATION OF ANTARES LIABILITY

19.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANTARES WILL NOT BE LIABLE TO SUPPLIER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, DELAY, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, SAVINGS, OPPORTUNITY, GOODWILL, USE, OR DATA, ARISING OUT OF OR RELATING TO THE PURCHASE ORDER, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

19.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANTARES’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PURCHASE ORDER WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY ANTARES UNDER THE AFFECTED PURCHASE ORDER. THIS CAP DOES NOT RELIEVE ANTARES OF ITS OBLIGATION TO PAY UNDISPUTED AMOUNTS FOR GOODS, SERVICES, OR DELIVERABLES ACCEPTED IN ACCORDANCE WITH THE PURCHASE ORDER.

19.3. No limitation or exclusion contained in Supplier’s documentation applies. Nothing in this Section limits Supplier’s obligations or Antares’s remedies concerning warranty, nonconforming work, indemnification, confidentiality, intellectual property, cybersecurity, data protection, International Trade Controls, fraud, gross negligence, willful misconduct, or amounts recoverable under Supplier’s insurance.

SECTION 20. SUSPENSION AND TERMINATION

20.1. Antares may suspend all or part of performance by written notice. Supplier shall promptly stop the suspended work, protect work in process and Antares Materials, mitigate cost and delay, and resume when directed. If a suspension not caused by Supplier materially increases reasonable cost or time, Supplier may request an equitable adjustment under Section 8.

20.2. Antares may terminate all or part of the Purchase Order for cause by written notice if Supplier: (i) fails to deliver or perform on time; (ii) delivers nonconforming or defective Goods, Services, or Deliverables; (iii) breaches the Purchase Order and fails to cure within ten (10) days after notice, or a shorter reasonable period stated in the notice; (iv) breaches an obligation that is not capable of cure; (v) becomes insolvent, makes an assignment for creditors, files or has filed against it a bankruptcy proceeding not dismissed within sixty (60) days, or ceases ordinary operations; (vi) loses a required license, authorization, security clearance, certification, or eligibility; (vii) becomes debarred, suspended, sanctioned, or otherwise ineligible; or (viii) creates a material safety, security, legal, reputational, or supply-continuity risk.

20.3. Antares may terminate all or part of the Purchase Order for convenience at any time upon ten (10) days’ written notice, or immediately if required by a government customer, prime contractor, funding action, security direction, or Applicable Law.

20.4. Upon suspension or termination, Supplier shall: (i) stop work as directed; (ii) terminate or preserve subcontracts as directed; (iii) protect and transfer completed work, work in process, materials, records, Antares Materials, and Deliverables; (iv) provide an itemized status and inventory; (v) assign rights in approved subcontracts and warranties if requested; (vi) refund unearned prepaid amounts; and (vii) provide reasonable transition assistance.

20.5. For a convenience termination, Antares will pay Supplier for conforming Goods delivered and accepted and Services properly performed through the effective date, plus reasonable, documented, unavoidable costs of approved work in process and noncancelable commitments that Supplier could not mitigate, less prior payments, salvage, offsets, and amounts otherwise recoverable. Supplier is not entitled to anticipated profit, unabsorbed overhead, consequential damages, or costs incurred after the termination date. Supplier must submit a complete termination claim within thirty (30) days or waives the claim, absent Antares’s written extension.

20.6. For a termination for cause, Antares may recover all remedies available under the Purchase Order and law, including excess reprocurement and cover costs. If a final determination finds the cause termination improper, it will be treated as a convenience termination, and Supplier’s recovery is limited accordingly.

20.7. Termination or expiration does not affect accrued rights. Sections concerning payment, warranties, title, Antares Materials, intellectual property, confidentiality, data protection, records, compliance, indemnity, liability, dispute resolution, and any provision that by its nature should survive will survive.

SECTION 21. FORCE MAJEURE

21.1. A party is not liable for delay caused solely by an event beyond its reasonable control that could not have been prevented or overcome through reasonable diligence and continuity planning, such as natural disaster, war, terrorism, civil disturbance, government embargo, or widespread utility failure (a “Force Majeure Event”). The affected party shall notify the other within three (3) business days after becoming aware, describe the impact and expected duration, provide periodic updates, mitigate the effects, and continue unaffected performance.

21.2. Force Majeure does not include lack of funds, increased cost or reduced profitability, avoidable labor or material shortages, ordinary market changes, Supplier or subcontractor financial distress, failure to maintain required permits or capacity, a cyber incident resulting from inadequate safeguards, sanctions or legal restrictions arising from Supplier’s status or conduct, or a lower-tier default unless that default was itself caused by a qualifying Force Majeure Event and no reasonable alternate source was available.

21.3. Supplier shall use commercially reasonable efforts to prioritize Antares, use alternate sources and methods, expedite recovery, and equitably allocate constrained capacity without favoring Supplier or its affiliates. Antares owes no payment for unperformed work. If a Force Majeure Event delays or threatens delivery for more than fifteen (15) days, or otherwise jeopardizes Antares’s program, Antares may cancel or terminate affected quantities without liability and procure alternatives.

SECTION 22. ON-SITE SERVICES

22.1. When Supplier Personnel enter property controlled by Antares or its customer, Supplier shall comply with applicable site, safety, security, environmental, badging, access, cybersecurity, and conduct requirements. Supplier shall ensure personnel are properly trained, equipped, supervised, and legally authorized to work.

22.2. Supplier shall immediately report injuries, releases, property damage, safety events, security concerns, and regulatory contacts relating to performance. Supplier shall investigate and correct unsafe conditions and cooperate with Antares’s investigations. Antares may stop unsafe work or remove personnel without liability.

22.3. Supplier is responsible for the conduct, compensation, supervision, payroll taxes, benefits, workers’ compensation, and employment compliance of Supplier Personnel. Supplier Personnel are not Antares employees and have no authority to bind Antares.

SECTION 23. GENERAL

23.1. Independent Contractor. Supplier is an independent contractor. Nothing in the Purchase Order creates a partnership, joint venture, fiduciary relationship, franchise, agency, employment relationship, or authority for Supplier to bind Antares.

23.2. Governing Law and Venue. The Purchase Order and all disputes arising out of or relating to it are governed by the laws of the State of California, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Los Angeles County, California, and waives objections based on venue or inconvenient forum.

23.3. Equitable Relief. A breach or threatened breach of confidentiality, intellectual-property, data-security, export-control, or property obligations may cause irreparable harm for which monetary damages are inadequate. Antares may seek injunctive, specific-performance, or other equitable relief without limiting other remedies and, to the extent permitted by law, without posting bond.

23.4. Notices. Legal notices under the Purchase Order must be in writing and delivered by nationally recognized overnight courier, certified mail, or email with confirmation of receipt to the addresses stated in the Purchase Order, with a copy to Antares’s Legal Department at an address designated by Antares. Routine operational communications, forecasts, shipment notices, and invoices are not legal notices. Notice is effective upon confirmed receipt.

23.5. Entire Agreement; Amendments. The Purchase Order is the entire agreement concerning its specific subject matter and supersedes prior or contemporaneous proposals, discussions, and communications concerning that subject matter. It does not supersede unrelated purchase orders or a signed agreement expressly identified as governing the Purchase Order. Except for authorized changes under Section 8, an amendment or waiver must be in a writing signed by authorized representatives of both parties.

23.6. No Waiver; Cumulative Remedies. A failure or delay in exercising a right is not a waiver. A waiver applies only to the specific instance stated. Rights and remedies are cumulative and not exclusive. Antares’s approval, consent, inspection, review, payment, or failure to object does not relieve Supplier of responsibility.

23.7. Severability. If a provision is held invalid, illegal, or unenforceable, it will be enforced to the maximum permissible extent or severed, and the remaining provisions remain in effect. The parties shall replace the affected provision with an enforceable provision that most closely reflects its intended economic and legal effect.

23.8. Third-Party Beneficiaries. Except for Antares Indemnitees under Section 18 and permitted successors and assigns, the Purchase Order creates no third-party beneficiary rights.

23.9. Interpretation. Headings are for convenience only. “Including” means “including without limitation.” Singular includes plural and vice versa. References to laws and standards include amendments and successor provisions to the extent applicable. The Purchase Order will be interpreted fairly and not against either party as drafter.

23.10. Electronic Transactions. The Purchase Order, acknowledgments, changes, and other writings may be executed and transmitted electronically. Electronic signatures and records have the same effect as originals. Neither party will contest enforceability solely because a record or signature is electronic.

23.11. Counterparts. Any document requiring signatures may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument.

End of General Terms and Conditions of Purchase