Supplier Terms & Conditions

As a supplier to Surface Solutions Group LLC, hereinafter referred to as SSG, it is understood that your organization agrees to meet the following minimum requirements when processing each SSG Purchase Order. This Agreement establishes the minimum commercial, quality, ethical, regulatory, and compliance requirements applicable to all Purchase Orders fulfilled by the Supplier for SSG.

1.0 Scope

Suppliers shall provide materials, coatings, chemicals, components, parts, packaging, equipment, services, or other products (“Products”) in accordance with the requirements stated in:

• Purchase Orders issued by SSG
• Approved specifications and drawings accompanying purchase orders
• Quality agreements (if present)
• Regulatory requirements (specified in this T&C or PO)
• Applicable laws and standards
• This Supplier Terms & Conditions

Supplier acknowledges that SSG supports customers in regulated industries including medical devices and medical components and therefore requires strict compliance with quality, traceability, regulatory, environmental, and ethical sourcing requirements.

2.0 Compliance with Laws and Regulations

• Suppliers shall comply with all applicable federal, state, local, and international laws and regulations, including but not limited to:
  • FDA regulations applicable to supplied materials or services
  • ISO 9001 and/or ISO 13485 requirements, where applicable
  • Environmental regulations (local, state, federal, international)
  • OSHA and/or workplace safety regulations
  • Import/export regulations
  • Conflict minerals regulations
  • Chemical disclosure and hazardous substance regulations including CA PROP 65, REACH and RoHS declarations, where applicable
• Suppliers shall maintain all required licenses, permits, registrations, and certifications necessary to deliver purchased product.

3.0 Quality Requirements

1. Suppliers shall:
   • Maintain an effective quality management system appropriate to the supplied product or service.
   • Ensure all Products conform to agreed specifications and requirements.
   • Implement inspection and testing procedures sufficient to verify conformance.
   • Maintain documented traceability for raw materials, batches, and production records.
2. Notify SSG immediately of:
   • Nonconforming product
   • Escapes affecting delivered product
   • Process deviations
   • Regulatory actions
   • Significant quality issues

4.0 Change Control and Change Notification

The Supplier shall notify SSG of any changes in the certification / registration / accreditation or major audit findings within (7) business days of receiving notification of the change / finding. Examples of changes in registration include new certification, suspension or expiration.

The Supplier shall also notify SSG of any changes that may affect the quality, material composition, or functionality of the material prior to the change being implemented.  Ample time shall be provided for SSG to perform a thorough evaluation of the change and approval process. Examples of changes include but are not limited to ownership, company name change, management, manufacturing process or location, critical sub-suppliers, process, raw material, material composition, equipment, and/or product requirements.

5.0 Batch History Record and Record Retention

For materials, a complete BHR must be maintained by the Supplier of materials produced for SSG. Each batch record shall include or refer to the location of the following information:

• The date of manufacture;
• The quantity manufactured;
• The quantity shipped to SSG;
• The acceptance records which demonstrate the material was manufactured to established specifications;
• The unique lot or batch number assigned to the order;
• The materials used in the composition, along with traceability information for each material used.

Suppliers shall retain quality and manufacturing records for a minimum of ten (10) years unless otherwise specified by SSG or applicable regulations. Supplier shall be able to furnish such records in a timely manner when requested as part of audits or due to regulatory requirements.

 6.0 Right of Access and Audits

• SSG and applicable regulatory authorities shall have the right to:
  • Audit Supplier facilities and quality systems
  • Review applicable manufacturing and quality records
  • Verify compliance with contractual and regulatory requirements
  • Supplier shall reasonably cooperate with such audits and inspections.

7.0 Product Safety and Regulatory Support

• Suppliers shall ensure Products are suitable for their intended use and do not present unreasonable safety risks.
• Upon request, Supplier shall provide (as applicable):
  • Certificates of Analysis (COA)
  • Certificates of Conformance (COC)
  • Safety Data Sheets (SDS)
  • Regulatory declarations
  • Material composition information
  • Biocompatibility support information where applicable

8.0 Delivery and Performance

• Suppliers shall deliver Products:
  • On time
  • In specified quantities
  • In appropriate packaging to prevent damage or contamination
  • Meet all requirements of Purchase Order and/or specifications provided with order
• SSG reserves the right to reject late, damaged, or nonconforming deliveries.
• Suppliers shall notify SSG immediately of any anticipated delays or supply interruptions.

9.0 Performance Monitoring

SSG monitors the Supplier’s delivery and quality of products received.  SSG may issue a Supplier Corrective Action Request (SCAR) as deemed necessary. The supplier is required to address the root cause(s) and implement corrective action(s) when SCAR’s are issued. To prevent further action, the Seller shall provide an acceptable root cause and corrective action by the date requested or request periodic extensions if needed.

10.0 SSG Supplied Material

On orders where SSG supplies the material, traceability must be always maintained. No substitution of material composition, size, or specification will be allowed unless written authorization is received from SSG.

11.0 Calibration

The Suppliers shall implement and maintain a system for control and use of inspection and / or monitoring equipment. All inspection and / or processing equipment shall be calibrated against certified standards which have known valid relationships traceable to National Standards.

12.0 Calibration Service Providers

Contractors or labs performing calibration services for SSG shall use equipment which has been calibrated and maintained using standards which are traceable to the National Institute of Standards and Technology (NIST). A calibration certificate is required for each equipment calibrated and shall include basic information such as Equipment ID, Serial Number, As-Found and As-Left data, standards traceable to NIST.

Measuring, test and processing equipment shall be packed adequately to prevent damage in shipment or storage. All standards or reference standards which are found to be out of manufacturer’s specified tolerances shall be immediately reported to SSG Quality .

13.0 Nonconforming Material

The Suppliers shall implement and maintain a system for control of nonconforming material, a system for assuring prompt action to correct the cause of nonconforming material and a system for withholding and segregating nonconforming material from normal production pending disposition.

• SSG reserves the right to reject nonconforming products or services.
• Supplier is responsible for performing a proper investigation along with corrective actions required to prevent recurrence.
• Supplier may be responsible for costs associated with:
  • Containment, Sorting, Rework, Replacement, Recall, Regulatory actions
  • Customer impacts resulting from Supplier nonconformance

14.0 Protection of Materials in Transit

All materials delivered must be packed in a manner to prevent any damage in shipment and storage. All packages are to be properly identified and labeled for transport according to local and international regulations. Damaged boxes or impacted product will be returned to the Supplier for resolution.

15.0 Risk Management

Suppliers shall have mechanisms in place to manage risks including determination, analysis, assessment, and measures in all areas addressed by this agreement.

16.0 Confidentiality

• Suppliers shall maintain confidentiality of all proprietary, technical, business, customer, and regulatory information received from SSG.
• Confidential information shall not be disclosed to third parties without prior written consent from SSG.
• This obligation survives termination of the business relationship.

17.0 Intellectual Property

• All drawings, specifications, formulations, processes, tooling, and intellectual property provided by SSG remain the sole property of SSG.
• Suppliers shall not use SSG intellectual property for any purpose other than fulfilling SSG orders.

18.0 Human Rights and Ethical Business Conduct

• Suppliers shall conduct business ethically and uphold internationally recognized human rights standards.
• Suppliers shall:
  • Treat all workers with dignity and respect
  • Prohibit harassment, abuse, discrimination, or inhumane treatment
  • Provide a safe and healthy working environment
  • Respect freedom of association and collective bargaining rights where legally permitted
• Suppliers shall comply with all applicable labor and employment laws.

19.0 Equal Opportunity Employment

• Suppliers shall provide equal employment opportunities and shall not discriminate based on:
  • Race, Color, Religion, Sex, Gender identity, Sexual orientation, National origin, Age, Disability, Veteran status or Any other legally protected characteristic
  • Suppliers shall maintain fair hiring, promotion, compensation, and employment practices.

20.0 Fair Wages and Working Conditions

• Suppliers shall:
  • Pay wages and benefits meeting or exceeding applicable legal minimums
  • Comply with applicable working hour laws
  • Provide legally mandated breaks and leave
  • Maintain safe and sanitary workplace conditions
  • Excessive working hours shall not be required.

21.0 Anti-Slavery and Human Trafficking

• Suppliers strictly prohibit:
• Forced labor, Bonded labor, Child labor
• Prison labor (except lawful programs compliant with applicable law)
• Human trafficking
• Supplier shall ensure all workers:
• Are employed voluntarily
• Maintain freedom of movement
• Retain control of identity documents
• Are free to terminate employment according to applicable laws
• Suppliers shall implement reasonable due diligence procedures to ensure slavery and trafficking are not present within its operations or supply chain.

22.0 Anti-Bribery and Anti-Corruption

• Suppliers shall comply with all applicable anti-corruption laws including the:
  • S. Foreign Corrupt Practices Act (FCPA)
  • UK Bribery Act
  • Applicable local anti-corruption laws
  • Suppliers shall not:
• Offer bribes, kickbacks, or improper payments
• Provide gifts or entertainment intended to improperly influence decisions
• Engage in fraudulent or deceptive business practices
• Suppliers shall maintain accurate books and records.

23.0 Environmental Responsibility

• Suppliers shall operate in an environmentally responsible manner and strive to minimize environmental impact through:
  • Waste reduction
  • Pollution prevention
  • Safe chemical handling
  • Resource conservation
  • Compliance with environmental regulations
• Suppliers are encouraged to maintain environmental management systems and sustainability initiatives.

24.0 Conflict Minerals

• Suppliers shall exercise due diligence regarding sourcing of tin, tungsten, tantalum, gold, cobalt, mica, and other applicable minerals to avoid contributing to armed conflict or human rights abuses.
• Upon request, Suppliers shall provide conflict minerals declarations and supporting information.

25.0 Cybersecurity and Data Protection

• Suppliers shall implement reasonable administrative, technical, and physical safeguards to protect:
  • Confidential information, Electronic records, Customer data, Intellectual property
• Suppliers shall promptly notify SSG of any data breach or cybersecurity incident affecting SSG information.

26.0 Subcontractors and Supply Chain Responsibility

• Suppliers shall ensure that its subcontractors and suppliers comply with requirements substantially equivalent to this Agreement.
• Suppliers remain responsible for all subcontracted activities.

27.0 Insurance

• Suppliers shall maintain adequate insurance coverage including, where applicable:
  • General liability
  • Product liability
  • Workers compensation
  • Professional liability
• Evidence of insurance shall be provided upon request.

 28.0 Indemnification

• Suppliers shall indemnify and hold harmless SSG from claims, damages, losses, liabilities, and expenses arising from:
  • Supplier negligence
  • Defective Products
  • Regulatory violations
  • Intellectual property infringement
  • Breach of this Terms & Conditions Agreement

29.0 Acceptance

Supplier acceptance of any SSG Purchase Order constitutes acceptance of this Terms & Conditions Agreement unless otherwise agreed in writing prior to Purchase Order acceptance.

Effective 09/2026, Form FQ205 Rev. 2  CR#2604