SNB GROUP HOLDINGS LTD — TERMS OF PURCHASE

1. Application and Order of Precedence

1.1 These Terms of Purchase apply to every Purchase Order issued by SNB Group Holdings Ltd ("SNB", "the Company", "we" or "us") for goods or services supplied by a vendor, manufacturer, processor, laboratory, inspector, logistics provider or other supplier ("the Vendor").

1.2 These Terms, the Purchase Order, drawings/specifications referenced by the Purchase Order and any SNB quality requirements form the Contract. They prevail over the Vendor's terms unless SNB expressly accepts alternative terms in writing through a director or duly authorised representative.

1.3 No variation, exclusion or waiver is binding unless agreed in writing by SNB.

1.4 The Vendor shall acknowledge the Purchase Order promptly. Commencement of work, procurement of material or supply of Goods shall also constitute acceptance of the Contract where lawful to do so.

2. Approved Supplier Status

2.1 SNB may require the Vendor to complete supplier approval, quality assessment and ongoing monitoring before or during trading.

2.2 Approval does not guarantee any volume of work and may be suspended or withdrawn where quality, delivery, compliance, ethical or commercial performance is unacceptable.

2.3 The Vendor shall promptly notify SNB of any material change to ownership, certification, manufacturing location, key process route or quality-system status that could affect an open order.

3. Price, Invoicing and Payment

3.1 The price stated on the Purchase Order is fixed unless SNB agrees a change in writing before the additional cost is incurred.

3.2 Invoices must quote the SNB Purchase Order number and relevant delivery-note reference and must accurately identify the Goods or Services supplied.

3.3 Unless otherwise stated on the Purchase Order, payment will be made by the end of the month following the month of delivery and receipt of a valid invoice.

3.4 SNB may set off sums properly due from the Vendor against sums payable to the Vendor.

4. Documentation, Labelling and Delivery

4.1 Each delivery must be accompanied by a delivery note stating the Purchase Order number, description, quantity, despatch date, relevant batch/lot or works-order information where applicable, and carrier/consignment details where relevant.

4.2 Goods must be securely packaged to prevent damage, corrosion, contamination, loss of identification or loss of traceability in transit and storage.

4.3 Containers and packages must be identified sufficiently to link the Goods to the Purchase Order and applicable batch, lot or traceability reference.

4.4 Delivery dates are material to the Contract. The Vendor shall notify SNB immediately if any delay is likely, stating the reason, affected quantity and earliest achievable delivery date.

4.5 Where the Vendor fails to meet an agreed delivery date, SNB may require reasonable recovery action, expedited transport at the Vendor's cost where the delay is attributable to the Vendor, or may cancel the affected unperformed part of the Order where the delay is material.

5. Conformity, Inspection and Acceptance

5.1 Goods and Services must conform to the Purchase Order, drawings, specifications, standards, samples, approved concessions and all other stated requirements.

5.2 The Vendor shall carry out appropriate inspection and testing before release and shall maintain objective evidence of conformity.

5.3 SNB, its customer and any applicable authorised or regulatory representative may, where required by the Purchase Order or applicable requirement, be given reasonable access to relevant areas, records and activities associated with the Order. Any such inspection does not relieve the Vendor of responsibility for conformity.

5.4 Receipt, signing for delivery, inspection or payment does not constitute final acceptance and does not waive latent-defect or certification rights.

5.5 Non-conforming Goods must not be supplied without SNB's prior written concession or deviation approval.

6. Certification, Traceability and Records

6.1 Where certification is required by the Purchase Order it must be supplied with, or before, the Goods as instructed.

6.2 The Vendor shall maintain material, heat/cast/batch, manufacturing, testing, inspection, special-process and certification traceability to the level required by the Purchase Order.

6.3 Original mill certificates, BS EN 10204 documentation, test reports, dimensional reports, heat-treatment records, coating certificates and other quality records must be authentic, legible and traceable to the supplied Goods where specified.

6.4 The Vendor shall not alter, obscure, recreate or misrepresent original certification. Any correction to supplier-generated records must remain auditable.

6.5 Quality and traceability records shall be retained for at least five years after completion of the Order, or for any longer period stated on the Purchase Order, customer requirement or applicable specification.

6.6 Where required, records shall be made available to SNB within a reasonable time following request.

7. Subcontracting and Supply-Chain Control

7.1 The Vendor shall not subcontract, transfer or assign any material part of an Order without SNB's prior written approval where such approval is required by the Purchase Order, supplier-approval status or applicable quality requirement.

7.2 Where subcontracting is approved or otherwise permitted, the Vendor remains fully responsible for the performance, quality and conformity of its subcontractors and sub-tier suppliers.

7.3 The Vendor shall flow down all applicable drawing, specification, material, testing, inspection, special-process, traceability, certification, confidentiality, change-control and record-retention requirements to each relevant sub-tier supplier.

7.4 Approved subcontracting must not break material, heat, cast, batch, lot or process traceability and must not reduce the certification or documentation level stated on the Purchase Order.

7.5 The Vendor shall maintain sufficient records to demonstrate the controlled route used for the Order and shall provide relevant objective evidence to SNB where required for conformity, traceability or certification review.

8. Special Processes and Testing

8.1 Heat treatment, coating, plating, NDT, mechanical testing, chemical analysis, calibration-dependent inspection and other special processes shall be performed only by suitably competent and, where specified, appropriately accredited or approved sources.

8.2 Process and test requirements, acceptance criteria and required documentation stated on the Purchase Order must be followed exactly.

8.3 Unless SNB agrees otherwise in writing, lot integrity and traceability must be maintained through all special processes. Mixing of batches or lots is prohibited where it would compromise traceability or certification.

9. Changes and Notification

9.1 The Vendor shall not change material source, manufacturing route, subcontractor, process, specification interpretation, testing method, manufacturing location, product design or other requirement affecting conformity without obtaining SNB's prior written approval where the change could affect the Order.

9.2 The Vendor shall notify SNB promptly of any suspected or confirmed non-conformity affecting Goods already delivered, including any certification error, traceability break, process deviation or counterfeit/suspect material concern.

9.3 No verbal instruction authorises a contractual or technical change unless confirmed in writing by an authorised SNB representative.

10. Confidentiality and Customer Protection

10.1 Drawings, specifications, customer details, prices, supplier information, technical data and other non-public information supplied by SNB are confidential and may be used only for performance of the Order.

10.2 The Vendor shall not disclose SNB's customer identity, project information or commercial relationship to any third party except to approved sub-tier suppliers who genuinely need the information to perform the Order and who are bound by equivalent confidentiality obligations.

10.3 The Vendor shall not contact or approach SNB's customer, end user or customer representative in relation to the Order without SNB's prior written authority, except where SNB has expressly arranged such contact.

10.4 The Vendor shall take reasonable steps to protect SNB's confidential information against unauthorised disclosure, copying or use and shall return or securely dispose of it on request, subject to legitimate record-retention obligations.

11. SNB Property and Intellectual Property

11.1 All drawings, specifications, gauges, tooling, labels, patterns, samples, materials and other property supplied or paid for by SNB remain SNB's property unless otherwise agreed in writing.

11.2 Such property shall be identified, protected, used only for the relevant Order and returned promptly on request.

11.3 The Vendor is responsible for loss of or damage to SNB property while in its custody, except for fair wear and tear.

12. Rejection and Remedies

12.1 If Goods or Services do not conform to the Contract, SNB may reject them, require rework or replacement, request corrective action, obtain a price reduction, or cancel the affected part of the Order, as appropriate.

12.2 The Vendor shall bear reasonable costs directly arising from non-conformity attributable to the Vendor, including agreed sorting, return, replacement, re-testing or expedited recovery costs.

12.3 Where urgent customer protection requires SNB to carry out reasonable containment or rework rather than await Vendor action, SNB may recover reasonable documented costs where the non-conformity is attributable to the Vendor.

12.4 Acceptance of a concession for one delivery does not create a precedent for future deliveries.

13. Cancellation and Insolvency

13.1 SNB may cancel or suspend all or part of an Order if the Vendor materially breaches the Contract and fails to remedy the breach within a reasonable period where remedy is possible.

13.2 SNB may terminate immediately if the Vendor becomes insolvent, ceases trading, is unable to pay its debts as they fall due, or is subject to an insolvency process that materially threatens performance.

13.3 If SNB's customer cancels or materially changes the underlying requirement, SNB may cancel the unperformed part of the Order. SNB will pay for conforming completed work and reasonable non-cancellable committed costs that the Vendor can substantiate, unless different cancellation terms were agreed in writing.

14. Indemnity and Insurance

14.1 The Vendor shall be responsible for loss, damage, claim or expense caused by its negligence, breach of Contract, infringement of third-party intellectual-property rights, or defective/non-conforming Goods, subject to applicable law.

14.2 The Vendor shall maintain appropriate insurance for its activities and shall provide evidence of insurance on reasonable request.

15. Health, Safety, Ethics and Compliance

15.1 The Vendor shall comply with applicable health and safety, environmental, anti-bribery, sanctions, export-control, modern-slavery and other laws relevant to the Order.

15.2 The Vendor shall take reasonable measures to prevent counterfeit, fraudulent or suspect material entering the supply chain and shall notify SNB immediately of any concern.

15.3 Where the Vendor is responsible for substances, coatings or materials subject to legal restrictions or safety-data requirements, the Vendor shall provide the required information and documentation.

16. Force Majeure

Neither party shall be liable for delay caused by events beyond its reasonable control, provided the affected party promptly notifies the other and takes reasonable steps to mitigate the effect. This clause does not excuse payment for Goods or Services already properly supplied.

17. General and Governing Law

17.1 The Vendor may not assign the Contract without SNB's prior written consent.

17.2 A failure or delay by SNB in exercising a right does not waive that right.

17.3 If any provision is invalid or unenforceable, the remaining provisions remain effective.

17.4 Any reference to an Incoterm shall mean the relevant rule in Incoterms 2020 unless the Purchase Order expressly states another edition.

17.5 These Terms and every Purchase Order are governed by the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction unless SNB agrees otherwise in writing.

17.6 Notices and contractual correspondence to SNB shall be sent to sales@snbghltd.com or to: SNB Group Holdings Ltd, The Stables, Paynesley Hall Farm, Sandon Road, Cresswell, ST11 9QY.