CDA INTERCORP

1. Agreement

These Terms govern all sales of products, components, assemblies, materials, repaired items, modified items, deliverables, embedded software or firmware, documentation, and related services (“Products” and “Services”) by CDA InterCorp, LLC (“Seller”) to the buyer identified in the applicable quotation, purchase order, order acknowledgement, release, statement of work, or other ordering document (“Buyer”). Unless expressly stated otherwise, these Terms apply to both standard, commercial off-the-shelf, catalog, or non-custom Products and Custom Products; however, provisions specifically addressing Custom Products, long-lead materials, non-standard materials, non-cancellable or non-returnable materials, or performance over time apply only to the extent applicable to the relevant Order. Seller and Buyer are each a “Party” and collectively the “Parties.”

Seller’s quotation, Seller’s order acknowledgement, these Terms, and any statement of work or other document expressly accepted by Seller in writing constitute the “Agreement.” If a separate written agreement signed by both Parties expressly governs the applicable Products or Services, that agreement controls to the extent it conflicts with these Terms.

These Terms prevail over any additional, different, or conflicting terms in Buyer’s purchase order, request for quotation, portal, supplier manual, quality document, flow-down, release, acknowledgement, confirmation, or other document unless Seller expressly accepts such terms in a writing signed by Seller’s authorized representative. Seller’s performance, shipment, acknowledgement, access to Buyer’s portal, or acceptance of payment does not accept Buyer’s terms or modify these Terms.

2. Quotations; Purchase Orders; Order Acceptance

Seller’s quotations are not binding offers unless expressly stated otherwise. Unless Seller states a shorter period, quotations expire thirty (30) days from the quotation date and may be changed or withdrawn before Seller accepts Buyer’s Order.

No Order is binding unless Seller accepts it in writing, issues an order acknowledgement, begins performance, ships Products, or otherwise confirms acceptance through an authorized representative. Seller may accept or reject any Order in its reasonable discretion.

Buyer is responsible for ensuring that each Order accurately identifies all Products, Services, quantities, specifications, delivery requirements, end use, end user, destination, quality, testing, documentation, export-control, and other applicable requirements. Seller is not responsible for requirements not expressly stated in the Order and accepted by Seller in writing.

3. Products; Long-Lead Materials; Cancellation

“Buyer-Furnished Items” means any drawings, specifications, designs, samples, materials, components, tooling, software, firmware, technical data, instructions, quality requirements, customer requirements, or other items provided, specified, directed, or approved by Buyer or Buyer’s customer.

“Custom Products” means Products or Services designed, manufactured, configured, modified, tested, documented, procured, or performed specifically for Buyer, Buyer’s customer, Buyer’s application, or the applicable Order, including Products made to Buyer-Furnished Items or requiring non-recurring engineering, special testing, qualification, custom materials, special packaging, customer-specific labeling, or long-lead materials.

Buyer acknowledges that Custom Products, work-in-process, and long-lead, non-standard, non-cancellable, or non-returnable materials may not be readily saleable, usable, or redirectable to another customer without cost, delay, rework, retesting, requalification, or other commercial impact.

For any Order identified by Seller in its quotation, order acknowledgement, statement of work, or other written communication as involving Products which mean the definition of “Custom Products”, non-recurring engineering, customer-specific configuration, long-lead materials, or performance over time, Buyer acknowledges that the Products, Services, work-in-process, materials, and related commitments are being provided specifically for Buyer, Buyer’s customer, Buyer’s application, or the applicable Order and are not expected to have a practical alternative use to Seller. Buyer further acknowledges that Seller has an enforceable right to payment for performance completed to date, including reasonable profit or margin, as set forth in these Terms and the applicable Order documents.

After Seller accepts an Order for Custom Products or long-lead or non-standard materials, Buyer may not cancel, defer, reschedule, suspend, reduce, or terminate the Order for convenience without Seller’s prior written consent. If Seller consents, Buyer shall pay a reasonable charge covering, without duplication, completed Products, Services performed, work-in-process, materials, supplier commitments, engineering, tooling, setup, testing, qualification, documentation, labor, overhead, administrative costs, cancellation charges, storage, preservation, financing, and reasonable profit or margin on work performed and commitments made in reliance on the Order.

For standard, commercial off-the-shelf, catalog, or other non-custom Products that Seller determines are readily saleable in the ordinary course, Seller may permit cancellation or rescheduling in its sole discretion, subject to Buyer’s reimbursement of any reasonable costs, restocking charges, supplier charges, or other expenses incurred before Seller’s written acceptance of the cancellation or rescheduling.

4. Prices; Taxes; Payment Terms

Buyer shall purchase Products and Services at the prices stated in Seller’s quotation, order acknowledgement, invoice, or other written document accepted by Seller. Unless expressly stated otherwise, all prices are in U.S. dollars and exclude taxes, duties, tariffs, customs charges, freight, insurance, special packaging, storage, handling, testing, documentation, inspection, and similar charges. Buyer is responsible for all such charges, except taxes imposed on Seller’s net income.

Seller may adjust prices for costs associated with buyer-caused delays and/or changes after quotation or Order acceptance. Seller will provide reasonable notice of any adjustment and these amounts shall be negotiated in good faith between the parties.

Unless Seller has extended credit in writing, Buyer shall pay in advance of performance. If Seller extends credit, Buyer shall pay each invoice in full within thirty (30) days from the invoice date unless Seller states different terms in writing.

Seller may invoice Buyer upon shipment, readiness for shipment, completion of Services, achievement of agreed milestones, procurement of long-lead or non-cancellable materials, or as otherwise stated in Seller’s quotation, order acknowledgement, invoice schedule, or other written document accepted by Seller. For Custom Products or performance over time, Seller may invoice based on agreed milestones, costs incurred, percentage of completion, shipment readiness, or other commercially reasonable progress measures.

Unpaid balances may accrue finance charges at the lesser of one and one-half percent (1.5%) per month or the highest rate permitted by law. Buyer shall reimburse Seller for reasonable collection costs, including attorneys’ fees, collection fees, court costs, and expenses.

Seller may change, suspend, reduce, or withdraw credit terms if Seller reasonably determines that Buyer’s financial condition, payment history, creditworthiness, ownership, or performance gives Seller grounds for insecurity. Seller may require advance payment, deposits, progress payments, letters of credit, guarantees, or other adequate assurance.

Buyer shall not withhold, offset, recoup, debit, back-charge, or deduct any amount due to Seller for any claim, dispute, warranty matter, alleged breach, delay, bankruptcy, insolvency, or other reason unless Seller expressly agrees in writing. If Buyer fails to pay when due, Seller may suspend performance, withhold shipment, stop delivery, reject new Orders, cancel pending Orders, or exercise any other rights available under the Agreement or law.

5. Delivery; Shipping; Title and Risk of Loss

Unless Seller expressly agrees otherwise in writing, Seller shall deliver Products FCA Seller’s facility in Deerfield Beach, Florida, Incoterms 2020, or such other Seller-designated facility stated in Seller’s order acknowledgement (the “FCA Point”). Buyer is responsible for transportation, freight, insurance, customs, import, export, brokerage, duties, taxes, and other shipping-related charges.

Seller may make partial or early shipments without liability or penalty. Each shipment is a separate sale, and Buyer shall pay for Products shipped whether the shipment is in whole or partial fulfillment of an Order. Delivery dates are estimates only. Seller will use commercially reasonable efforts to meet stated delivery dates but shall not be liable for delay unless Seller expressly agrees in a signed writing to specific delay remedies.

Delivery schedules depend on Seller’s prompt receipt of complete Orders, technical information, approvals, Buyer-Furnished Items, payment, credit approval, export-control information, licenses, authorizations, and other items necessary for performance. Seller is not responsible for delay, nonperformance, allocation, shortage, increased cost, or disruption caused by suppliers, subcontractors, carriers, logistics providers, government authorities, export or import review, labor constraints, material shortages, component shortages, or other circumstances outside Seller’s reasonable control. Seller is entitled to an equitable adjustment in price, schedule, payment milestones, and other affected terms for delay or increased cost caused by Buyer, Buyer’s customer, government authority, late approvals, late or defective Buyer-Furnished Items, export or import review, changes, inspection delays, testing delays, supplier delay, supplier nonperformance, supply shortage, transportation delay, or other circumstances outside Seller’s reasonable control.

Title and risk of loss pass to Buyer upon delivery at the FCA Point. If shipment is delayed by Buyer or circumstances within Buyer’s control, title and risk of loss pass when Seller notifies Buyer that Products are ready for shipment; Products are deemed delivered; Seller may invoice as though shipment occurred; and Buyer shall pay reasonable storage, preservation, handling, insurance, retesting, requalification, financing, and related costs.

As security for Buyer’s payment and performance obligations, Buyer grants Seller a purchase money security interest and lien in all Products sold to Buyer, related work-in-process, related materials, accessions, replacements, proceeds, and insurance proceeds. Buyer authorizes Seller to file financing statements and take other actions reasonably necessary to perfect or enforce Seller’s security interest.

6. Inspection; Acceptance; Changes & Termination

Buyer shall inspect Products within ten (10) days after delivery and notify Seller in writing of any claimed nonconformity within that period. Any rejection must identify the Order, shipment, Product, specific nonconformity, and supporting evidence in reasonable detail.

Products are deemed accepted unless Buyer gives timely and proper written notice of rejection. Products are also deemed accepted upon Buyer’s use, installation, integration, resale, transfer to Buyer’s customer, modification, repair, or failure to preserve the Products for Seller’s inspection. Buyer may reject Products only for material nonconformity with Seller’s accepted written specifications or Order requirements. Seller’s sole obligation for properly rejected Products is, at Seller’s option, repair, replacement, re-performance, credit, or refund of the affected Products or Services. Buyer may not return Products without Seller’s prior written authorization.

Buyer may request changes before delivery or completion, but no change is binding unless accepted by Seller in writing. If an accepted change affects Seller’s cost, timing, performance, risk, documentation, testing, inspection, qualification, packaging, delivery, compliance obligations, or other requirements, Seller is entitled to an equitable adjustment in price, schedule, payment milestones, warranty, and other affected terms. Seller is not required to proceed with a change unless the Parties agree in writing to the adjustment or Buyer agrees to pay Seller’s reasonable costs pending final agreement.

Seller may terminate the Agreement or any Order immediately upon written notice if Buyer fails to pay when due, fails to provide adequate assurance, materially breaches the Agreement, becomes insolvent, enters bankruptcy or similar proceedings, or violates export-control, sanctions, anti-corruption, or compliance obligations.

Buyer may terminate an Order for Seller’s uncured material breach only if Buyer provides written notice describing the breach in reasonable detail and Seller fails to cure within sixty (60) days after receipt, or such longer period as may be reasonably necessary if Seller is diligently pursuing cure. Termination does not relieve Buyer of its obligation to pay for conforming Products, Services performed, completed work, work-in-process, materials, supplier commitments, and reasonable cancellation or termination charges, except to the extent directly caused by Seller’s uncured material breach.

7. Limited Warranty; Exclusive Remedies

Seller warrants that Products manufactured by Seller will, for twelve (12) months from delivery, be free from defects in material and workmanship and will materially conform to Seller’s applicable written specifications accepted in the Order. Seller warrants that Services will be performed in a professional and workmanlike manner.

Seller does not warrant that Products will satisfy Buyer’s particular application, end use, performance objective, service life, operating environment, integration requirement, or customer requirement unless Seller expressly agrees to that specific requirement in a signed writing. Third-party products, components, materials, software, firmware, services, and data are provided only with the warranties, if any, that Seller is permitted to pass through from the original provider.

The warranty applies only if Buyer gives Seller written notice within the warranty period and within fifteen (15) days after Buyer discovers or should have discovered the alleged defect; provides reasonable supporting information; gives Seller a reasonable opportunity to examine the Products or Services; returns Products if requested using Seller’s return authorization process; and Seller confirms that the defect is covered.

This warranty does not apply to defects, failures, or nonconformities resulting from normal wear and tear; misuse; abuse; negligence; accident; contamination; improper storage, installation, removal, operation, maintenance, calibration, handling, packaging, transportation, or testing; operation outside Seller’s specifications or rated limits; unauthorized repair, modification, alteration, reverse engineering, disassembly, replication, or tampering; use with incompatible systems, components, software, firmware, or materials; Buyer-Furnished Items; prototype, development, experimental, pre-production, or qualification units unless expressly warranted in writing; consumables, wear items, or expendables; failure to follow Seller’s instructions, manuals, specifications, or recommendations; or acts or omissions of Buyer, Buyer’s customer, or any third party.

Seller’s sole obligation and Buyer’s sole remedy for breach of warranty is, at Seller’s option, repair, replacement, re-performance, credit, or refund of the Price paid for the affected Products or Services. Warranty remedies do not extend the original warranty period unless Seller agrees in writing. Seller is not responsible for removal, reinstallation, access, troubleshooting, diagnostic, field labor, travel, lodging, line-down, recall, cover, or other costs unless Seller expressly agrees in writing.

EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

8. Limitation of Liability

To the maximum extent permitted by law, Seller’s aggregate liability arising out of or relating to the Agreement, any Order, Products, Services, delay, breach, warranty, indemnity, negligence, strict liability, tort, statute, or otherwise shall not exceed the amounts paid to Seller for the specific Products or Services giving rise to the claim.

In no event shall Seller be liable for loss of profit, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of use, downtime, line-down costs, cost of cover, substitute procurement costs, recall costs, field campaign costs, removal costs, reinstallation costs, access costs, troubleshooting costs, diagnostic costs, penalties, liquidated damages, chargebacks, debit memos, indirect damages, incidental damages, special damages, consequential damages, exemplary damages, or punitive damages.

No penalty, liquidated damages, chargeback, debit memo, administrative fee, service-level credit, line-down charge, field campaign charge, recall charge, cover charge, expediting charge, cost recovery, or similar charge applies unless expressly accepted by Seller in writing. Buyer shall not pass through to Seller any penalties, damages, charges, offsets, or claims asserted by Buyer’s customer, end user, prime contractor, OEM, or other third party except to the extent Seller expressly accepted responsibility in writing.

The limitations and exclusions in this Section apply regardless of the legal or equitable theory asserted, regardless of whether Seller was advised of the possibility of such damages, and regardless of whether any limited remedy fails of its essential purpose. These limitations do not apply to liability that cannot be limited under applicable law or to liability resulting from Seller’s gross negligence or willful misconduct.

9. Indemnification

Each Party shall indemnify, defend, and hold harmless the other Party from third-party claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, to the extent arising from the indemnifying Party’s gross negligence, willful misconduct, violation of applicable law, or bodily injury or tangible property damage caused by the indemnifying Party’s acts or omissions.

Buyer shall indemnify, defend, and hold harmless Seller from third-party claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to Buyer-Furnished Items; Seller’s compliance with Buyer’s specifications, designs, drawings, instructions, requirements, or flow-downs; Buyer’s integration, installation, modification, resale, distribution, labeling, marketing, or use of Products; Buyer’s breach of the Agreement; Buyer’s violation of law; Buyer’s export, re-export, transfer, or end use of Products, Services, technical data, software, or deliverables; or allegations that Buyer-Furnished Items infringe or misappropriate third-party rights.

Indemnification is conditioned on prompt written notice, reasonable cooperation, and control of the defense and settlement by the indemnifying Party. No settlement may admit fault by or impose non-monetary obligations on the indemnified Party without its prior written consent. Except for Buyer’s payment obligations, Buyer’s confidentiality obligations, Buyer’s indemnity obligations for Buyer-Furnished Items, Buyer’s export-control and sanctions obligations, and Buyer’s infringement-related obligations, indemnity obligations are subject to Section 8 unless prohibited by law.

10. Intellectual Property; Tooling; Buyer-Furnished Items

Seller retains all right, title, and interest in all intellectual property, proprietary rights, designs, inventions, improvements, developments, know-how, trade secrets, manufacturing processes, tooling concepts, test methods, software, firmware, drawings, models, specifications, documentation, data, and technology developed, owned, licensed, or used by Seller before, during, or after performance of the Agreement. Buyer receives no ownership interest, license, or right except the limited right to use Products purchased from Seller for their intended purpose.

Buyer shall not copy, reproduce, disassemble, decompile, modify, translate, reverse engineer, attempt to derive source code from, analyze for replication, or cause or request any third party to reverse engineer or replicate any Products, Services, drawings, designs, technical data, software, firmware, documentation, or other information provided by Seller.

Unless expressly agreed otherwise in a signed writing, all tooling, fixtures, dies, molds, jigs, gauges, test equipment, software, firmware, drawings, models, manufacturing processes, work instructions, inspection methods, test methods, know-how, and other materials developed, acquired, modified, or used by Seller in connection with an Order remain Seller’s property, even if Buyer pays non-recurring engineering, tooling, setup, development, or similar charges. If Buyer owns specific tooling by written agreement, Seller may retain possession while producing Products or while amounts remain unpaid, and Seller retains all underlying know-how, processes, improvements, and manufacturing methods.

Buyer is responsible for the accuracy, completeness, legality, suitability, and non-infringing nature of all Buyer-Furnished Items. Seller may rely on Buyer-Furnished Items without independent verification and is not responsible for defects, delays, costs, failures, nonconformities, infringement, regulatory issues, or warranty claims arising from them. Seller is entitled to an equitable adjustment for any issue arising from Buyer-Furnished Items.

Subject to these Terms, Seller shall defend Buyer against third-party claims alleging that a Product designed and manufactured solely by Seller, as delivered and used in accordance with Seller’s written specifications, infringes a U.S. patent, provided Buyer gives prompt notice, gives Seller sole control of the defense and settlement, and reasonably cooperates. Seller has no obligation for claims arising from Buyer-Furnished Items, Buyer requirements, combinations, modifications, unauthorized use, use after Seller offers a workaround, or third-party products, software, firmware, data, or services. Seller may resolve a covered claim by procuring continued use rights, modifying the Product, replacing the Product, or accepting return and refunding the depreciated value or Price paid. This paragraph states Seller’s entire liability and Buyer’s sole remedy for infringement claims.

11. Confidentiality; Compliance; Export Controls

Each Party shall protect the other Party’s non-public, confidential, proprietary, and trade secret information using at least reasonable care; use it only to perform or receive performance under the Agreement; and disclose it only to personnel, affiliates, contractors, advisors, insurers, or auditors with a need to know and confidentiality obligations. Confidentiality obligations survive for five (5) years after termination or expiration, except trade secrets remain protected for so long as they remain trade secrets under applicable law.

Each Party shall comply with laws applicable to its performance. The Parties shall comply with applicable U.S. and non-U.S. export-control, sanctions, import, customs, and trade compliance laws, including the Arms Export Control Act, International Traffic in Arms Regulations, Export Administration Regulations, and U.S. sanctions programs.

Buyer shall provide end-use, end-user, destination, classification, licensing, and trade compliance information reasonably requested by Seller. Buyer shall not export, re-export, transfer, release, disclose, or provide access to Products, Services, technical data, software, firmware, or deliverables except in compliance with applicable laws and required licenses, approvals, exemptions, or authorizations. Seller may suspend or terminate performance without liability if Seller reasonably believes performance may violate law or expose Seller to legal, regulatory, sanctions, export-control, import, or trade compliance risk.

Buyer shall not provide Seller with classified information, controlled unclassified information, controlled technical information, ITAR-controlled technical data, personal data, sensitive personal information, protected health information, payment card data, or other regulated data unless Buyer identifies the data in writing before disclosure and Seller expressly accepts it in writing. Seller has no obligation to comply with cybersecurity, data-security, privacy, data-rights, government information security, CMMC, NIST, DFARS, FAR, or similar requirements unless expressly accepted by Seller in writing.

12. Flow-Downs; Audit Rights; Insurance; Force Majeure

No government, prime contractor, OEM, end-customer, quality, cybersecurity, socioeconomic, domestic preference, audit, cost-accounting, most-favored customer, warranty, indemnity, intellectual property, data-rights, source-inspection, or other flow-down requirement applies unless expressly identified in Buyer’s Order and expressly accepted by Seller in writing. If any accepted flow-down increases Seller’s cost, risk, burden, documentation, testing, inspection, delivery, or compliance obligations, Seller is entitled to an equitable adjustment.

Buyer has no audit or inspection rights with respect to Seller’s books, records, facilities, systems, costs, pricing, suppliers, subcontractors, or manufacturing processes except as expressly agreed in writing. Any approved audit or inspection shall be limited to records directly related to the applicable Order, conducted during normal business hours, subject to reasonable advance notice, and subject to Seller’s safety, security, confidentiality, export-control, cybersecurity, and proprietary-information restrictions.

Each Party shall maintain commercially reasonable insurance coverage appropriate for its business and obligations under the Agreement. Seller has no obligation to maintain specific policy types, limits, endorsements, waivers of subrogation, additional insured status, or other insurance requirements unless expressly accepted in writing.

Seller shall not be liable for failure or delay caused by circumstances beyond Seller’s reasonable control, including acts of God, fire, flood, hurricane, earthquake, explosion, epidemic, pandemic, quarantine, war, terrorism, civil unrest, labor dispute, supplier delay, shortage, transportation delay, embargo, government action, change in law, export or import restriction, power outage, cyber incident, equipment failure, or inability to obtain materials or components. Seller’s time for performance shall be reasonably extended. If shortages occur, Seller may allocate available supply, capacity, materials, labor, and Products among Seller’s customers and internal requirements in any fair and reasonable manner. Force majeure does not excuse Buyer’s payment obligations.

13. Assignment; Governing Law; Notices

Buyer may not assign, delegate, or transfer the Agreement or any Order without Seller’s prior written consent, not to be unreasonably withheld. Seller may assign accounts receivable, subcontract performance, use suppliers or subcontractors, delegate obligations to affiliates, or assign the Agreement or any Order in connection with a merger, acquisition, reorganization, sale of assets, financing, change of control, or transfer of business, provided Seller remains responsible for Seller’s obligations unless otherwise agreed.

The Agreement is governed by the laws of the State of Florida, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each Party submits to the exclusive jurisdiction of the state and federal courts located in Broward County, Florida, and waives objections to jurisdiction, venue, and forum non conveniens. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT.

All formal notices shall be in writing and delivered personally, by certified or registered U.S. mail, return receipt requested, by recognized overnight courier, or by email if the receiving Party has expressly designated an email address for notices. Notices are effective upon receipt. Operational communications may be handled through ordinary business channels but do not constitute formal notices unless they satisfy this Section.

14. Miscellaneous

The Parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, agency, franchise, fiduciary, employment, or similar relationship. Neither Party may bind the other except as expressly stated in the Agreement.

A Party’s failure to enforce any provision is not a waiver. If any provision is held invalid, illegal, or unenforceable, the remaining provisions remain effective, and the affected provision shall be modified to the minimum extent necessary to make it enforceable while preserving the Parties’ original intent. Seller’s rights and remedies are cumulative and not exclusive.

Any provision that by its nature should survive termination, cancellation, completion, or expiration shall survive, including provisions relating to payment, taxes, title, risk of loss, security interests, warranty limitations, limitation of liability, indemnity, intellectual property, tooling, technical data, confidentiality, export controls, sanctions, compliance, audit restrictions, governing law, jurisdiction, and dispute resolution.

The Agreement is the entire agreement between the Parties for the applicable Products and Services and supersedes all prior or contemporaneous understandings, proposals, negotiations, representations, warranties, and communications. The Agreement may be amended only by a writing signed by authorized representatives of both Parties that expressly states it amends the Agreement. Electronic signatures and electronic records have the same legal effect as originals to the fullest extent permitted by law.