Standard Terms and Conditions of Sale

3. Order Cancellation

Standard Orders: In the event Buyer chooses to cancel its order, Buyer understands that it shall be charged for all products shipped and shall be charged at the advertised and higher, smaller quantity price.

Custom Orders: Orders for custom products are non-cancellable once production has begun. Buyer understands and agrees that it shall be charged for all finished custom goods, work in process on custom goods, and all raw materials purchased for the production of custom goods.

Seller Cancellation: Seller reserves the right to refuse or cancel any order at any time for reasons including, but not limited to, credit concerns, product availability, or pricing errors. In the event of such cancellation by Seller, Seller’s sole obligation will be to refund any advanced payments for unshipped product or future services made by Buyer for the cancelled order.

In Event of Cancellation: Any buyer-provided materials and/or equipment will be returned to Buyer. Returned materials will be shipped at Buyer’s expense.

Exceptions: Cancellation of custom orders may be permitted under certain circumstances, such as significant delays or material changes in specifications, subject to mutual agreement between Buyer and Seller.

4. Returns:

(a)Generally, no returns are allowed. However, Seller may, at its sole discretion, authorize a return of product.

(b)To request a return, Buyer must obtain a written Returned Materials Authorization (RMA) from Seller prior to shipping any product back. The RMA request must specify the quantity, product identification, and detailed reason for the return.

(c)If a return is authorized, Seller will issue an RMA code, which must accompany the return shipment. Buyer is responsible for all costs associated with returning the product, including shipping and insurance, unless the return is due to Seller’s error.

(d)Returned products must be in their original packaging and in resalable condition. Seller reserves the right to reject returns that do not meet these requirements.

(e)Seller may charge a restocking fee for authorized returns, at Seller’s sole discretion

5. Delays:

Seller will endeavor to meet requested shipment and delivery dates, but Seller shall not be liable for delays in shipment or delivery due to causes beyond its reasonable control. Seller shall not be liable to buyer or any third party for indirect or consequential damages due to delays in shipment or delivery of goods. All claims for loss or damage during shipping must be filed by Buyer directly with the carrier. Seller will provide reasonable assistance to Buyer in filing such claims. Seller does not warrant or guarantee delivery. All shipments are F.O.B. Oceanside, California.

6. Force Majeure:

Seller shall not be liable for any delay or failure to perform its obligations under this Agreement to the extent such delay or failure is caused by events or circumstances beyond its reasonable control. Such events or circumstances may include, but are not limited to, acts of God, natural disasters, pandemics, epidemics, quarantine restrictions, fire, flood, earthquake, explosion, war, terrorism, civil unrest, labor disputes (including strikes, lockouts, and work stoppages), governmental regulations, laws, orders, or restrictions, shortages of materials or energy, transportation disruptions, and delays in delivery by Seller’s suppliers.

In the event of a force majeure, Seller shall promptly notify Buyer of the nature and expected duration of the event and shall use commercially reasonable efforts to mitigate the effects of the force majeure and resume performance.

7. Inspection of Goods:

Buyer must inspect the goods upon receipt and notify Seller in writing of any claims for defects or non-conformity within ten (10) days of receipt of shipment. Buyer agrees to provide Seller with a reasonable opportunity to investigate and inspect such claims. Unless otherwise agreed in writing, all inspections conducted by Buyer are at Buyer’s cost and expense. If Buyer fails to provide Seller with written notice of any defects or non-conformity within ten (10) days of receipt, the goods will be deemed accepted in all respects, except as to latent defects not reasonably discoverable within such initial inspection.

8. Disclaimer of Warranties:

EXCEPT AS EXPRESSLY PROVIDED IN SECTION 1, SELLER MAKES NO OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. SELLER DOES NOT WARRANT THAT THE PRODUCTS WILL MEET BUYER’S REQUIREMENTS.

9. Limitations and Liabilities:

(a)BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCTS IS LIMITED TO, AT SELLER’S OPTION, REPAIR, REPLACEMENT, OR CREDIT AS PROVIDED IN THE LIMITED WARRANTY IN SECTION 1.

(b)TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCTS, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(c)IN NO EVENT SHALL SELLER’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE PRODUCTS EXCEED THE PURCHASE PRICE OF THE PRODUCTS GIVING RISE TO THE CLAIM.

10. Arms-Length Transaction:

The parties acknowledge that this Agreement is the result of an arms-length transaction. Each party has had the opportunity to consult with independent legal counsel prior to entering into this Agreement. Buyer’s acceptance of the goods or services confirms this.

11. Attorneys’ Fees:

In the event of any legal proceeding arising out of or relating to this Agreement, including, but not limited to, insolvency, bankruptcy, arbitration, declaratory relief, or other litigation, the prevailing party shall be entitled to recover from the non-prevailing party all reasonable attorneys’ fees and costs incurred in connection with the proceeding. Such costs may include, but are not limited to, service of process, filing fees, court and court reporter costs, investigative costs, expert witness fees, the cost of any bonds, and any other expenses reasonably incurred in connection with the legal proceeding, whether taxable or not. The “prevailing party” shall be the party determined by the court or arbitrator to have obtained the most favorable outcome on the substantive issues in the proceeding.

12. Arbitration:

Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration. The parties shall mutually agree upon a recognized arbitration provider. If the parties are unable to agree, the arbitration shall be conducted by the American Arbitration Association (AAA) in accordance with its then-current Commercial Arbitration Rules. The place of arbitration shall be in San Diego County, California, unless the parties agree otherwise. The arbitrator shall have the authority to grant any legal or equitable remedy, including the allocation of arbitration costs and fees, that would be available in a court of competent jurisdiction.

13. Confidentiality:

Buyer shall keep confidential any and all non-public information provided by Seller, including but not limited to pricing, technical data, and business information. Buyer shall not disclose such information to any third party without Seller’s prior written consent for a period of five [5] years after the termination of any order. The signing of a mutual NDA agreement will supersede Section 13 of this agreement, but solely this section, all other provisions remain in force.

14. Prices and Extras:

Prices for the products are subject to change. Seller will provide reasonable notice to Buyer of any price changes whenever practicable. Prices confirmed at the time of order acceptance by Seller are firm. Freight or transportation rates, if Seller has agreed to prepay and bill freight or transportation costs, are subject to change. Unless otherwise agreed in writing, shipping costs will be charged from the original point of manufacture.

15. Seller’s Remedies:

(a)Events of Default: Buyer shall be in default under this Agreement upon the occurrence of any of the following events:

(i)Buyer fails to make any payment when due;

(ii)Buyer fails to provide Seller with reasonable shipping instructions as requested;

(iii)Buyer wrongfully rejects delivery of the goods;

(iv)Buyer becomes insolvent, files or has filed against it a petition for bankruptcy, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed for it or its assets; or

(v)Buyer breaches any other material provision of this Agreement and fails to cure such breach within thirty (30) days after written notice from Seller.

16. Taxes, Tariffs, and Other Charges:

Buyer is responsible for and agrees to pay all applicable excise taxes, levies, tariffs, and other taxes or charges that Seller is required to pay or collect under any existing or future law or regulation, whether domestic or foreign, relating to the sale, purchase, delivery, storage, processing, use, consumption, or transportation of the goods.

17. Seller’s Determination:

Seller may, at any time or times, suspend performance of any order or require payment in cash, security, or other adequate assurance to Seller when, in Seller’s opinion, the financial condition of Buyer or other grounds for concern warrant such action.

18. Indemnification:

Buyer hereby indemnifies Seller against any liability whatsoever for patent, trademark, or trade name infringement in any way arising out of the preparation or manufacture of any material in accordance with Buyer’s specifications and/or design.

19. Entire Agreement; Conditional Acceptance; Rejection of Other Terms

(a)Counteroffer and Conditional Acceptance: This document, and the terms and conditions contained herein, constitute a counteroffer to any offer or purchase order received from Buyer. Seller’s acceptance of any order from Buyer is expressly made conditional on Buyer’s assent to these terms and conditions, and no others.

(b)Rejection of Buyer’s Terms: Seller expressly objects to and rejects any and all additional, different, or conflicting terms proposed by Buyer, whether contained in a purchase order, shipping document, or any other correspondence. Such proposed terms from Buyer shall be null and void and are not part of the agreement between the parties.

(c)Sole and Entire Agreement: These Terms and Conditions of Sale constitute the entire, complete, and exclusive agreement and understanding between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, proposals, representations, or agreements, whether oral or written.