Statement of Basic Standards

T-H Marine values each of our supply chain partners as an independent supplier and expect that you and your subcontractors, as socially responsible world citizens, will maintain appropriate standards relating to compliance with laws and regulations, fundamental human rights, product quality, and ethics. This document (incorporated by reference in each of our purchase orders) sets forth the basic standards applicable to T-H Marine’s independent suppliers. We expect that you will meet or exceed these standards and take steps to ensure that any subcontractor you use also meets or exceeds these standards.

T-H Marine is relying on your full compliance in establishing and maintaining its relationship with you. However, T-H Marine may from time to time send its representatives to ensure that the basic standards set forth in this letter are being met.

This Statement of Basic Standards is subject to change at the discretion of T-H Marine based on new, emerging, and changing legislation impacting the supply chain and our obligation to comply with applicable domestic and international laws and regulations. Your acceptance of a T-H Marine Purchase Order and shipment of such order, shall be deemed a confirmation that you have read, accepted, and agreed to this Statement of Basic Standards. Subsequent changes will be posted at https://thmarine.com/supplier-legal-policies and your acceptance of our Purchase Orders confirms your acceptance of T‑H Marine’s Statement of Basic Standards as in effect from time to time. As a T-H Marine supplier, you agree to refer to the then current Statement of Basic Standards in effect at the time of receiving and accepting our Purchase Order and adhere to any changes to the content of these standards with or without the notification by T-H Marine of any such changes.

The basic standards set forth in this letter supplement, and do not replace, T-H Marine’s standard terms and conditions of purchase. All purchase orders are subject to T-H Marine’s standard terms and conditions of purchase as supplemented by these basic standards.

Basic Standards

1. Compliance with Applicable Law

You must comply with all applicable national, state, provincial and local laws and regulations in connection with the supply of products to T-H Marine, including all laws, regulations and orders which govern or affect ordering, shipping, importing, manufacturing, labeling, packaging, selling, delivering or redelivering T-H Marine products. Furthermore, you must, at your expense, obtain all licenses and government approvals and pay any sales taxes, duties, and fees necessary to perform your supply obligations to T-H Marine.

2. Environmental Policy and Global Supply Chain Transparency

You will comply with all applicable environmental laws, rules, orders and regulations, including those related to waste handling and disposal. We expect that you will conduct business activities in a manner that takes into consideration the impact these activities have on the environment, and that you will regularly review these activities to determine if there is more that you can do to help preserve the natural surroundings, conserve energy, recycle resources, and avoid creating unnecessary pollution.

In addition to the general provisions provided above, the following areas of environmental regulation and global supply chain disclosure must specifically be addressed:

Conflict Minerals:

This U.S. regulation is known as Disclosures relating to conflict minerals originating in the Democratic Republic of the Congo: Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, 15 U.S.C. § 78m(p) (2012) (Conflict Minerals). Conflict Minerals requires companies to provide a report to the U.S. Securities and Exchange Commission (SEC) on the due diligence processes in place to determine the sources of four specific minerals – columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite (the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is extracted). Companies must also show the chain of custody used to avoid obtaining these minerals from countries adjacent to and including the Democratic Republic of Congo (DRC) that are known to finance or benefit armed groups. For additional information on Conflict Minerals see https://www.sec.gov/opa/Article/2012-2012-163htm---related-materials.html.

Seller warrants it complies with Conflict Minerals. Seller shall be solely responsible to ensure the supplied finished products, materials, or component parts do not contain the minerals specified in Conflict Minerals.

California Proposition 65:

This regulation, also known as the California Safe Drinking Water and Toxic Enforcement Act of 1986, requires labeling on products containing any of the chemicals recognized by California to cause cancer, birth defects or other reproductive harm.

Seller warrants it complies with California’s Proposition 65. Seller of finished products, whether supplied in retail or bulk packaging, shall be solely responsible to determine if the product contains a listed chemical (see https://oehha.ca.gov/proposition-65/proposition-65-list) and, if so, label the product or its retail packaging with the warning as required. Seller of materials and component parts shall notify Buyer within two (2) business days of the acceptance of the purchase order if the material or component contains a listed chemical, so Buyer can comply with California Proposition 65. Seller agrees to defend, indemnify and hold Buyer harmless from and against all loss, damage, liability, fees, cost and/or expense whatsoever including reasonable legal fees and expenses, direct, special, incidental and consequential damages arising out of or relating to any California Proposition 65 violations. For additional information about California Proposition 65 see http://www.oehha.ca.gov/prop65.html.

REACH:

This is a European Union (EU) regulation, also known as Regulation (EC) No 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH). REACH requires the identification of Substances of Very High Concern (SVHC) contained in articles above the specified threshold (0.1% w/w) that are manufactured and marketed in the EU.

REACH created the European Chemicals Agency (ECHA) to manage identification of SVHCs. The Candidate List of SVHCs is found at https://echa.europa.eu/candidate-list-table. This list is referred to as the "candidate" list because all substances placed on it are candidates for inclusion in Annex XIV of REACH. After inclusion, the substance is on the Authorisation List found at https://echa.europa.eu/authorisation-list and the substance cannot be used or imported into the EU without authorization from the ECHA. For additional information on REACH see https://echa.europa.eu/regulations/reach/understanding-reach.

Seller warrants it complies with REACH. Seller expressly warrants and shall be solely responsible to ensure the supplied finished products, materials, or component parts conform and comply with REACH and notify Buyer of the presence of SVHCs (above 0.1% w/w) within two (2) business days of acceptance of the purchase order.

RoHS:

This is a series of three EU directives that cover the Restriction of Hazardous Substances (RoHS). RoHS affects the entire electronics industry and many electrical products as well. RoHS specifies maximum levels for ten restricted substances used in those products. The original RoHS directive, also known as Directive 2002/95/EC (RoHS 1), originated in the EU in 2002 and restricts the use of six hazardous materials found in electrical and electronic products. All applicable products in the EU market since July 1, 2006 must pass RoHS compliance.

Directive 2011/65/EU was published in 2011 by the EU, also known as RoHS-Recast or RoHS 2, includes a CE-marking directive, with RoHS compliance now being required for CE marking of products. RoHS 2 also added Categories 8 and 9, and has additional compliance record-keeping requirements.

Directive (EU) 2015/863 was published in 2015 by the EU, also known as RoHS 3, adds four additional restricted substances (phthalates) to the original list of six. RoHS specifies maximum levels for the following ten restricted substances.

· Lead (Pb): < 1000 ppm

· Mercury (Hg): < 100 ppm

· Cadmium (Cd): < 100 ppm

· Hexavalent Chromium: (Cr VI) < 1000 ppm

· Polybrominated Biphenyls (PBB): < 1000 ppm

· Polybrominated Diphenyl Ethers (PBDE): < 1000 ppm

· Bis(2-Ethylhexyl) phthalate (DEHP): < 1000 ppm

· Benzyl butyl phthalate (BBP): < 1000 ppm

· Dibutyl phthalate (DBP): < 1000 ppm

· Diisobutyl phthalate (DIBP): < 1000 ppm

For additional information on RoHS see http://ec.europa.eu/environment/waste/rohs_eee/index_en.htm.

Seller warrants it complies with RoHS. Seller expressly warrants and shall be solely responsible to ensure the supplied finished products, materials, or component parts conform and comply with RoHS and do not contain the restricted substances over the specified threshold.

3. Quality

We expect that you will continuously seek to improve your manufacturing processes and adopt quality assurance systems to consistently meet or exceed T-H Marine product specifications. Without limitation, all products you provide to T-H Marine must be free from defects in material and workmanship. You must provide T-H Marine with all inspection documents upon T-H Marine’s request.

4. Access for T-H Marine Employees and Agents

To help ensure that quality standards are met, T-H Marine requires that you give T-H Marine’s employees and agents access to your facilities for performing quality audits of T-H Marine’s products and supplier systems. You also agree to give T-H Marine’s employees and agents access to your facilities, employees, and business documents, and secure for T-H Marine’s employees and agents access to your subcontractors’ facilities, employees and business documents, for the purpose of performing audits to help ensure compliance with the basic standards outlined in this letter. T-H Marine’s employees and agents may inspect facilities, review documents, and interview employees at any time during normal business hours and as often as T-H Marine deems necessary or appropriate.

5. Trademarks

All trademarks used in the production of T-H Marine products are the sole and exclusive property of T-H Marine. You may not produce or sell products with T-H Marine trademarks to anyone other than T-H Marine or its licensees. You may not produce or sell any product with a trademark easily confused with a T-H Marine trademark nor may you register any trademark of T-H Marine without T-H Marine’s prior written approval. Furthermore, you must use your best efforts to help protect T-H Marine’s trademarks and advise T-H Marine of any infringement of its trademarks by other parties. You may only use a T-H Marine trademark in strict compliance with T-H Marine’s written permission, and you must identify the trademark by incorporating the appropriate trademark symbol with your use of the trademark and retain documents showing the use of the trademark.

6. Use of T-H Marine Information

a. Technical Information. In addition to the requirements of any specific Supplier Agreements or Non-Disclosure Agreements that you may have in place with T-H Marine, you may not use any T-H Marine designs, drawings, engineering/manufacturing specifications, equipment, techniques, know-how or other technical information, whether or not in written or printed form, applicable to manufacturing, producing or selling T-H Marine products for any purpose other than to manufacture, produce or sell products to T-H Marine or its licensees.

b. Confidential Information. T-H Marine technical information, products, new product development plans, pricing, specifications, and developmental schedules are confidential, and you must use your best efforts to keep them secret. When other customers visit your facility, T-H Marine’s new products should not be visible and under no circumstances should you disclose, directly or indirectly, T-H Marine’s technical information, products, new product development plans, pricing, specifications, or developmental schedules to any third parties without T-H Marine’s prior written consent.