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1 1 MASTER SUPPLY AGREEMENT
2 2 MASTER SUPPLY AGREEMENT
3   This Master Supply Agreement (hereinafter referred to as this “Agreement”) is entered into and effective as of the 1st day of June, 2026 (hereinafter referred to as the “Effective Date”) by and between xxx , having its principal place of business located at xxx, (hereinafter referred to as “Seller”), and Pro-Dex, Inc., having its principal place of business located at 2361 McGaw Avenue, Irvine, California 92614 (hereinafter referred to as “Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.
  3 This Master Supply Agreement (hereinafter referred to as this “Agreement”) is entered into and effective as of the 1st day of June, 2027 (hereinafter referred to as the “Effective Date”) by and between xxx , having its principal place of business located at xxx, (hereinafter referred to as “Seller”), and Pro-Dex, Inc., having its principal place of business located at 2363541 McGaw Avenue, Irvine, California 92614 (hereinafter referred to as “Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.
4 4 This Master Supply Agreement (hereinafter referred to as this “Agreement”) is entered into and effective as of the
5 5 1st
6 6  day of
7 7 June
8 8 ,
9   202
10   6
  9 20
  10 27
11 11  (hereinafter referred to as the “Effective Date”) by and between
12 12 xxx
13 13  
14 14 , having its principal place of business located at
15 15 xxx
16 16 , (hereinafter referred to as
17 17  “Seller
18 18 ”), and
19 19 Pro-Dex
20 20 , Inc.
21 21 , having its principal place of business located at
22   2361 McGaw Avenue, Irvine
  22 236
  23 354
  24 1 McGaw Avenue, Irvine
23 25 , California 926
24 26 14
25 27  
26 28 (hereinafter referred to as “Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.
27 29 In consideration of the representations, covenants, and agreements set forth herein, the Parties, intending to be legally bound, hereby agree as follows.
28 30 In consideration of the representations, covenants, and agreements set forth herein, the Parties, intending to be legally bound, hereby agree as follows.
29 31 Term of Agreement
30 32 Term of Agreement
31   This Agreement shall become effective as of the Effective Date specified above and, unless terminated earlier pursuant to the termination provisions specified herein, expire two (2) years after the Effective Date (hereinafter referred to as the “Term”).
  33 This Agreement shall become effective as of the Effective Date specified above and, unless terminated earlier pursuant to the termination provisions specified herein, expire two (5) years after the Effective Date (hereinafter referred to as the “Term”).
32 34 This Agreement shall become effective as of the Effective Date specified above and, unless terminated earlier pursuant to the termination provisions specified herein,
33 35 expire
34 36 two
35 37  (
36   2
  38 5
37 39 )
38 40 years
39 41  
40 42 after the Effective Date (hereinafter referred to as the “Term”).
41 43  
42 44 Scope of Agreement
43 45 Scope of Agreement
44 46 During the Term of this Agreement, Seller agrees to manufacture, deliver, and sell the Products set forth in SCHEDULE A (“Products & Services”), to Buyer under the Prices and Payment terms set forth in SCHEDULE B, and subject to the Terms and Conditions set forth in SCHEDULE C. All Schedules are attached to this Agreement and incorporated herein by reference.
45 47 During the Term of this Agreement, Seller agrees to manufacture, deliver, and sell the Products set forth in S
46 48 CHEDULE
47 49  A (“Products & Services”), to Buyer under the Prices and Payment terms set forth in S
48 50 CHEDULE
49 51  B, and subject to the Terms and Conditions set forth in S
50 52 CHEDULE
51 53  C. All Schedules are attached to this Agreement and incorporated herein by reference.
52 54 This Agreement may only be modified by a written instrument signed by duly authorized representatives of the Parties.
53 55 This Agreement may only be modified by a written instrument signed by duly authorized representatives of the Parties.
54 56 The following order of precedence shall apply in the event of an inconsistency under this Agreement, or any Purchase Orders issued by Buyer hereunder and their related documents, as applicable:
55 57 The following order of precedence shall apply in the event of an inconsistency under this
56 58 Agreement,
57 59  or any Purchase Orders issued by Buyer hereunder and their related documents, as applicable:
58 60 this Agreement
59 61 this Agreement
60 62 Buyer’s Purchase Order
61 63 Buyer’s Purchase Order
62 64 Specifications
63 65 Specifications
64 66 Delivery Schedules and Force Majeure
65 67 Delivery Schedules and Force Majeure
66   Supplier acknowledges that time is of the essence and that buyer expects 100% on time delivery to promise date of the total line-item quantity of parts requested for delivery. Unless otherwise stated, Buyer may return any goods delivered more than one (1) week in advance of delivery date. Seller shall notify Buyer immediately at such time as Seller has knowledge of any impending material shortage, government regulation, labor dispute or other event or impediment that could result in delay in the delivery.
  68 Supplier acknowledges that time is of the essence and that buyer expects 90% on time delivery to promise date of the total line-item quantity of parts requested for delivery. Unless otherwise stated, Buyer may return any goods delivered more than two (2) weeks in advance of delivery date. Seller shall notify Buyer immediately at such time as Seller has knowledge of any impending material shortage, government regulation, labor dispute or other event or impediment that could result in delay in the delivery.
67 69 Supplier acknowledges that
68 70 time is of the essence
69    and that
70   buyer
71    
72   expects
73    100% on
74   time delivery
75    to promise date of the total
  71  and that buyer
  72  
  73 expects
  74 9
  75 0% on time delivery to promise date of the total
76 76 line-item
77 77  quantity of parts requested for delivery.
78   Unless otherwise stated, Buyer may return any goods delivered more than one (1) week in advance of delivery date. Seller shall notify Buyer immediately at such time as Seller has knowledge of any imp
  78 Unless otherwise stated, Buyer may return any goods delivered more than
  79 two
  80  (
  81 2
  82 ) week
  83 s
  84  in advance of delivery date. Seller shall notify Buyer immediately at such time as Seller has knowledge of any imp
79 85 e
80 86 n
81 87 di
82 88 ng material shortage, government regulation, labor dispute or other event or impediment that could result in delay in the delivery.
83 89 Any delay or failure of Seller to perform its obligations under this Agreement or any Purchase Orders issued by Buyer hereunder shall be excused if such delay or failure is the result of acts of God, actions by any governmental authority, terrorism, fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts, strikes, and slowdowns), inability to obtain power, utilities, materials, labor, equipment, transportation, or court injunction.
84 90 Any delay or failure of Seller to perform its obligations under this Agreement or any Purchase Orders issued by Buyer hereunder shall be excused if such delay or failure is the result of acts of God, actions by any governmental authority, terrorism, fires, floods, windstorms, explosions, riots, natural disasters, wars, sabotage, labor problems (including lockouts, strikes, and slowdowns), inability to obtain power, utilities, materials, labor, equipment, transportation, or court injunction.
85 91
86 92 Confidential Information
87 93 Confidential Information
88 94 Without prior written consent of Buyer, Seller shall neither disclose to any person outside its employ, nor use for purposes other than performance of this Agreement, any information pertaining to the existence or terms of this Agreement including, but not limited to, drawings, blueprints, descriptions, or specifications which are a part of this Agreement or any Purchase Order.
89 95 Without prior written consent of Buyer, Seller shall neither disclose to any person outside its employ, nor use for purposes other than performance of this Agreement, any information pertaining to the existence or terms of this Agreement including, but not limited to, drawings, blueprints,
90 96 descriptions,
91 97  or specifications which are a part of this Agreement or any Purchase Order.
92 98 Upon termination of this Agreement or any Purchase Order, Seller at Buyer’s request shall return to Buyer all written material delivered to Seller and any copies thereof or generated by Seller pursuant to the performance of this Agreement or any Purchase Order.
93 99 Upon termination of this Agreement or any Purchase Order, Seller at Buyer’s request shall return to Buyer all written material delivered to Seller and any copies thereof or generated by Seller pursuant to the performance of this Agreement or any Purchase Order.
94 100 Notwithstanding the foregoing, Seller and Buyer will be bound by the confidentiality obligations of any non-disclosure agreement (the” NDA”) between the Parties and, to the extent there is a conflict between the confidentiality obligations stated herein and the NDA, the NDA will control.
95 101 Notwithstanding the foregoing, Seller and Buyer will be bound by the confidentiality obligations of any non-disclosure agreement
96 102 (
97 103 the” NDA
98 104 ”) between the Parties and, to the extent there is a conflict between the confidentiality obligations stated herein and the NDA, the NDA will control.
99 105 Limitation of Liability
100 106 Limitation of Liability
101 107 Notwithstanding any other provision herein, under no circumstances shall either Party be liable to the other Party or any third party for any consequential, special, incidental, indirect, multiple, administrative, or punitive damages, or any damage of an indirect or consequential nature arising out of or related to Seller’s performance under Buyer’s purchase order, including, without limitation, loss of use, loss of revenues, loss of anticipated profits, and cost of capital, whether based upon breach of Buyer’s purchase order, warranty, negligence, or any other type of claim, and whether grounded in tort, contract, civil law, or other theories of liability, including strict liability, even if advised in advance of the possibility of such damages.
102 108 Notwithstanding any other provision herein, under no circumstances shall either Party be liable to the other Party or any third party for any consequential, special, incidental, indirect, multiple, administrative, or punitive damages, or any damage of an indirect or consequential nature arising out of or related to Seller’s performance under Buyer’s purchase order, including, without limitation, loss of use, loss of revenues, loss of anticipated profits, and cost of capital, whether based upon breach of Buyer’s purchase order, warranty, negligence, or any other type of claim, and whether grounded in tort, contract, civil law, or other theories of liability, including strict liability, even if advised in advance of the possibility of such damages.
103 109 Termination
104 110 Termination
105   Unless otherwise provided, Buyer may cancel any Purchase Order, in whole or in part, upon notice at any time, without cost or penalty after 18 months of start.
  111 Unless otherwise provided, Buyer may cancel any Purchase Order, in whole or in part, upon notice at any time, without cost or penalty after 20 months of start.
106 112 Unless otherwise provided, Buyer may cancel any Purchase Order, in whole or in part, upon notice at any time, without cost or penalty
107    after 18 months of start.
  113  after
  114 20
  115  months of start.
108 116 Buyer may cancel order if Seller has an unacceptable reject rate, as determined by Buyer in it’s reasonable discretion.
109   Buyer may cancel order if Seller has an unacceptable reject rate, as determined by Buyer in
110   it’s
111    reasonable discretion.
  117 Buyer may cancel order if Seller has an unacceptable reject rate, as determined by Buyer in it’s reasonable discretion.
112 118 Notwithstanding any provisions to the contrary and in addition to any other remedy, Buyer may cancel this Agreement for cause, in whole or in part, upon notice in the event that Seller: (1) fails to make delivery at the time provided; (2) fails to comply with any other term or condition of an acknowledged Purchase Order within (10) days of demand thereof; (3) appoints a receiver or trustee in bankruptcy or other similar official over any or all of its property or assets; (4) files a voluntary or has had filed against it an involuntary petition in bankruptcy; (5) merges with or is acquired by a third party; or (6) assigns any of its rights or obligations under an acknowledged Purchase Order to a third party.
113 119 Notwithstanding any provisions to the contrary and in addition to any other remedy, Buyer may cancel this Agreement for cause, in whole or in part, upon notice in the event that Seller: (1) fails to make delivery at the time provided; (2) fails to comply with any other term or condition of
114 120 an acknowledged
115 121 Purchase Order within (10) days of demand thereof; (3) appoints a receiver or trustee in bankruptcy or other similar official over any or all of its property or assets; (4) files a voluntary or has had filed against it an involuntary petition in bankruptcy; (5) merges with or is acquired by a third party; or (6) assigns any of its rights or obligations under
116 122  
117 123 an acknowledged
118 124  Purchase Order to a third party.
119   Upon any such cancellation, Seller shall thereupon deliver to Buyer such work in process, completed goods, and material on hand. Buyer shall have no liability to Seller beyond payment of any balance owing for goods or services delivered to and accepted by the Buyer.
  125 Upon any such cancellation, Seller shall thereupon deliver to Buyer such work in process, completed goods, and material on hand. Buyer shall have no liability to Seller beyond payment of any balance owing for goods or services delivered to and accepted by the Buyer.
120 126 Upon any such cancellation, Seller shall thereupon deliver to Buyer such work in process
121 127 , completed goods, and material on hand
122   . Buyer shall have no liability to Seller beyond payment of any balance owing
123   for
124    goods or services delivered to and accepted by the Buyer.
  128 . Buyer shall have no liability to Seller beyond payment of any balance owing for goods or services delivered to and accepted by the Buyer.
  129 Jdsfjds; ;dìpwe
  130 Jdsfjds
  131 ; ;
  132 dìpwe
  133  
125 134 Governing Law
126 135 Governing Law
127 136 This Agreement is written and construed in the English language and its interpretation in any judicial or arbitration proceedings shall be in accordance with the meaning of the words and phrases in the United States, and performance of the Parties is construed and governed in accordance with the laws of the State of California, United States of America, excepting its laws and rules relating to conflict of law. Neither (a) the United Nations Convention on Contracts for the International Sale of Goods, (b) the 1974 Convention on the Limitation Period in Contracts for the International Sale of Goods (hereinafter referred to as the “1974 Convention”), nor (c) the Protocol Amending the 1974 Convention done at Vienna, Austria, on April 11, 1980, apply in any manner to the interpretation or enforcement of this Agreement.
128 137 This Agreement is written and construed in the English language and its interpretation in any judicial or arbitration proceedings shall be in accordance with the meaning of the words and phrases in the United States, and performance of the Parties is construed and governed in accordance with the laws of the State of California, United States of America, excepting its laws and rules relating to conflict of law. Neither (a) the United Nations Convention on Contracts for the International Sale of Goods, (b) the 1974 Convention on the Limitation Period in Contracts for the International Sale of Goods (hereinafter referred to as the “1974 Convention”), nor (c) the Protocol Amending the 1974 Convention done at Vienna, Austria, on April 11, 1980, apply in any manner to the interpretation or enforcement of this Agreement.
129 138 Disputes and Arbitration
130 139 Disputes and Arbitration
131 140 The Parties shall attempt to resolve any dispute, controversy, or claim arising under or relating to this Agreement, including its interpretation, performance, or termination.
132 141 The Parties shall attempt to resolve any dispute, controversy, or claim arising under or relating to this Agreement, including its interpretation, performance, or termination.
133 142 If the Parties are unable to resolve such dispute, either Party may refer the dispute to arbitration. The arbitration shall be conducted in English and in accordance with the Commercial Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The arbitration, including the rendering of the decision and/or award, shall take place in Orange County, California, United States of America, and shall be the exclusive forum for resolving the dispute, controversy, or claim. The arbitrator shall make the final determination as to any discovery disputes between the Parties. Examination of witnesses by the Parties and by the arbitrator shall be permitted. A written transcript of the hearing shall be made and furnished to the Parties. The cost of this transcript shall be borne equally by the Parties. The award and/or decision of the arbitrator shall (a) state the reasons upon which the award is based and (b) shall be final and binding upon the Parties. The expense of the arbitration, including, but not limited to, the award of attorneys’ fees to the prevailing Party, shall be paid as the arbitrator determines.
134 143 If the Parties are unable to resolve such dispute, either Party may refer the dispute to arbitration. The arbitration shall be conducted in English and in accordance with the Commercial Rules of the American Arbitration Association, which shall administer the arbitration and act as appointing authority. The arbitration, including the rendering of the decision and/or award, shall take place in Orange County, California, United States of America, and shall be the exclusive forum for resolving the dispute, controversy, or claim. The arbitrator shall make the final determination as to any discovery disputes between the Parties. Examination of witnesses by the Parties and by the arbitrator shall be permitted. A written transcript of the hearing shall be made and furnished to the Parties. The cost of this transcript shall be borne equally by the Parties. The award and/or decision of the arbitrator shall (a) state the reasons upon which the award is based and (b) shall be final and binding upon the Parties. The expense of the arbitration, including, but not limited to, the award of attorneys’ fees to the prevailing Party, shall be paid as the arbitrator determines.
135 144 Both Parties waive their right to any appeal under any system of law. The award shall be enforceable before any court of competent jurisdiction upon the application to such court by either Party. The arbitrator shall be instructed that no award may be made of consequential, punitive, or multiple damages.
136 145 Both Parties waive their right to any appeal under any system of law. The award shall be enforceable before any court of competent jurisdiction upon the application to such court by either Party. The arbitrator shall be instructed that no award may be made of consequential, punitive, or multiple damages.
137 146 Relationship of the Parties
138 147 Relationship of the Parties
139 148 The Parties to this Agreement are Seller and Buyer as identified above and unless expressly stated otherwise herein, no other persons, parties, or entities have any rights, or receive any benefits hereunder. No other Seller subsidiaries, affiliates, or business units, other than Seller, have any obligations or duties hereunder and are unrelated third parties for all purposes.
140 149 The Parties to this Agreement are Seller and Buyer as identified above and unless expressly stated otherwise herein, no other persons, parties, or entities have any rights, or receive any benefits hereunder. No other Seller subsidiaries, affiliates, or business units, other than Seller, have any obligations or duties hereunder and are unrelated third parties for all
141 150 purposes.
142 151 Each Party is an independent contractor. Neither Party shall have authority to bind the other except to the extent authorized herein. This Agreement is not intended by the Parties to constitute or create a joint venture, pooling arrangement, partnership, or formal business organization of any kind. The Parties shall conduct themselves as independent contractors, and neither Party shall act as an agent for the other, and the employees of one shall not be deemed employees of the other.
143 152 Each Party is an independent contractor. Neither Party shall have authority to bind the other except to the extent authorized herein. This Agreement is not intended by the Parties to constitute or create a joint venture, pooling arrangement, partnership, or formal business organization of any kind. The Parties shall conduct themselves as independent contractors, and neither Party shall act as an agent for the other, and the employees of one shall not be deemed employees of the other.
144 153 Miscellaneous
145 154 Miscellaneous
146 155 Notices: All notices given by the Parties shall be made in writing and delivered personally or sent by prepaid mail (by airmail if the notice is being communicated internationally), or email addressed to the intended recipient at its address or at its electronic address. Regardless of the method of transmittal, the sending Party is responsible for obtaining a return receipt for the notice, demand, or communication.
147 156 Notices: All notices given by the Parties shall be made in
148 157 writing and
149 158  delivered personally or sent by prepaid mail (by
150 159 airmail
151 160  if the notice is being communicated internationally), or email addressed to the intended recipient at its address or at its electronic address. Regardless of the method of transmittal, the sending Party is responsible for obtaining a return receipt for the notice, demand, or communication.
152 161 Assignment: Neither Party may assign, delegate, sublicense, or transfer, whether by operation of law or otherwise, their obligations or rights hereunder without the other Party’s written consent and any assignment, delegation, sublicense, or transfer (a) without such written consent is void and of no effect and, (b) if consent is given, shall be binding upon, and inure to the benefit of the successors and assigns of the Parties. Notwithstanding the foregoing, Buyer may, without Seller’s consent, subcontract work to be performed under this Agreement or assign this Agreement to a parent, subsidiary, or affiliate company of Buyer. In addition, without securing such prior consent, Buyer shall have the right to assign this Agreement to any successor, by way of merger or consolidation, or the acquisition of substantially all of the entire business and assets of Buyer relating to the subject matter of this Agreement, provided that such successor shall expressly assume all of the assignor’s obligations and liabilities under this Agreement, and provided further that Buyer shall remain liable and responsible to Seller for the performance and observance of all such obligations.
153 162 Assignment: Neither Party may assign, delegate, sublicense, or transfer, whether by operation of law or otherwise, their obligations or rights hereunder without the other Party’s written consent and any assignment, delegation, sublicense, or transfer (a) without such written consent is void and of no effect and, (b) if consent is given, shall be binding upon, and inure to the benefit of the successors and assigns of the Parties. Notwithstanding the foregoing, Buyer may, without Seller’s consent, subcontract work to be performed under this Agreement or assign this Agreement to a parent, subsidiary, or affiliate company of Buyer. In addition, without securing such prior consent, Buyer shall have the right to assign this Agreement to any successor, by way of merger or consolidation, or the acquisition of substantially all of the entire business and assets of Buyer relating to the subject matter of this Agreement, provided that such successor shall expressly assume all of the assignor’s obligations and liabilities under this Agreement, and provided further that Buyer shall remain liable and responsible to Seller for the performance and observance of all such obligations.
154 163 Severability: If any term, condition, or provision herein is invalid, ineffective, or unenforceable under present or future laws, then the remainder of the terms, conditions, and provisions shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated.
155 164 Severability: If any term, condition, or provision herein is invalid, ineffective, or unenforceable under present or future laws, then the remainder of the terms, conditions, and provisions shall remain in full force and effect, and shall in no way be affected, impaired, or invalidated.
156   Headings: The headings used herein are for reference purposes only and shall not affect the meaning or interpretation of any term, condition, or provision herein.
157   Headings: The headings used herein are for reference purposes only and shall not affect the meaning or interpretation of any term, condition, or provision herein.
  165 Head: The headings used herein are for reference purposes only and shall not affect the meaning or interpretation of any term, condition, or provision herein.
  166 Head: The headings used herein are for reference purposes only and shall not affect the meaning or interpretation of any term, condition, or provision herein.
158 167 Entire Agreement: These terms and conditions of this Agreement and any purchase order issued by Buyer hereunder (as accepted by Seller in accordance with the terms herein), including any applicable specifications, statement of work, or other applicable documents constitute the entire agreement between the Parties and supersede any prior oral or written agreements, commitments, understandings, or communications with respect to the subject matter of this Agreement.
159 168 Entire Agreement: These terms and conditions of this Agreement and any purchase order issued by Buyer hereunder (as accepted by Seller in accordance with the terms herein), including any applicable specifications, statement of work, or other applicable documents constitute the entire agreement between the Parties and supersede any prior oral or written agreements, commitments, understandings, or communications with respect to the subject matter of this Agreement.
160 169 Survival: Any Section or provision herein which contemplates performance or observance subsequent to any termination or expiration of this Agreement, or which by its nature should survive, shall survive any termination or expiration of this Agreement, and continue in full force and effect.
161   Survival: Any Section or provision herein which contemplates performance or observance
162   subsequent to
163    any termination or expiration of this Agreement, or which by its nature should survive, shall survive any termination or expiration of this
  170 Survival: Any Section or provision herein which contemplates performance or observance subsequent to any termination or expiration of this Agreement, or which by its nature should survive, shall survive any termination or expiration of this
164 171 Agreement,
165 172  and continue in full force and effect.
166 173 In witness whereof, each Party hereto has caused this Agreement to be executed and delivered as of the date first written above.
167 174 In witness whereof, each Party hereto has caused this Agreement to be executed and delivered as of the date first written above.
168 175
169 176 SCHEDULE A
170 177 SC
171 178 HEDULE A
172 179 PRODUCTS & SERVICES
173 180 PRODUCTS & SERVICES
174 181 Products
175 182 Products
176 183  
177 184 During the Term of this Agreement, Seller agrees to manufacture and deliver the following Products to Buyer under the terms and conditions of this Agreement per SCHEDULE B.
178 185 During the Term of this Agreement, Seller agrees to manufacture and deliver the following Products to Buyer under the terms and conditions of this Agreement
179 186  per SCHEDULE B.
180 187 Product Changes
181 188 Product Changes
182 189 Seller shall inform Buyer of any suggested or future required changes to the Specifications, design, performance, serviceability, use, and applications of the Products.
183 190 Seller shall inform Buyer of any suggested or future required changes to the Specifications, design, performance, serviceability, use, and applications of the Products.
184 191 Buyer may, upon advance written notice to Seller, submit engineering changes for incorporation into the Product(s) (each an “Engineering Change”). Such notification shall include documentation of the change necessary to effectively support an investigation of the Engineering Change impact. Seller shall evaluate the feasibility of the Engineering Change and respond to Buyer in writing with the potential impact of the Engineering Change.
185 192 Buyer may, upon advance written notice to Seller, submit engineering changes for incorporation into the Product(s) (each an “Engineering Change”). Such notification shall include documentation of the change necessary to effectively support an investigation of the Engineering Change impact. Seller shall evaluate the feasibility of the Engineering Change and respond to Buyer in writing with the potential impact of the Engineering Change.
186 193 Any changes are subject to mutual agreement of the Parties and shall be implemented through an Engineering Change Order (ECO) process. If the Parties mutually agree to implement an ECO, any changes to Product Specifications, pricing, schedules, or other material alterations to this Agreement will be negotiated in good faith and incorporated into this Agreement by referenced addendum to schedule A.
187 194 Any changes are subject to mutual agreement of the Parties and shall be implemented through an Engineering Change Order (ECO) process. If the Parties mutually agree to implement an ECO, any changes to Product Specifications, pricing, schedules, or other material alterations to this Agreement will be negotiated in good faith and incorporated into this Agreement by reference
188 195 d addendum to schedule A.
189 196 Further, Seller shall obtain Buyer’s written approval prior to implementing or executing any changes to the manufacturing process, method or change of equipment. The seller shall establish and maintain procedures for changes to a specification, method, process, or procedure. Such potential changes to Buyer’s purchased parts shall be communicated to Buyer so that Buyer may determine if a process qualification or validation must be performed before such change is implemented. Changes shall be documented and approved by the Parties.
190 197 Further, Seller shall obtain Buyer’s written approval prior to implementing or executing any changes to the manufacturing process, method or change of equipment.
191 198 The seller
192 199  shall establish and maintain procedures for changes to a specification, method, process, or procedure. Such potential changes to Buyer’s purchased parts shall be communicated to Buyer so that Buyer may determine if a process qualification or validation must be performed before such change is implemented. Changes shall be documented and approved by the Parties.
193 200
194 201 SCHEDULE B
195 202 SCHEDULE B
196 203 PRICES & PAYMENT TERMS
197 204 PRICES & PAYMENT TERMS
198 205 Prices
199 206 Prices
200 207  
201 208 During the Term of the Agreement, Seller agrees to sell the Products to Buyer at the following prices:
202 209 During the Term of the Agreement, Seller agrees to sell the Products to Buyer at the following prices:
203 210 Prices include all charges for inspection, packaging, and shipping, including, but not limited to, all federal, state, and municipal sales, use and excise taxes, and any customs duties not otherwise paid or provided for by Buyer, and shall remain fixed until completion of the deliveries contemplated hereunder.
204 211 Prices include all charges for inspection,
205 212 packaging,
206 213  and shipping, including, but not limited to, all federal,
207 214 state,
208 215  and municipal sales, use and excise taxes, and any customs duties not otherwise paid or provided for by Buyer, and shall remain fixed until completion of the deliveries contemplated hereunder.
209 216 Seller warrants that the prices charged for goods or services will be as low as the lowest prices charged by Seller to customers purchasing goods or services of like kind and quality under similar terms and conditions.
210 217 Seller warrants that the prices charged for goods or services will be as low as the lowest prices charged by Seller to customers purchasing goods or services of like kind and quality under similar terms and conditions.
211 218 Prices will be reviewed in the event of large market adjustments on raw materials as needed.
212 219 Prices will be reviewed in the event of large market
213 220 adjustments on raw materials as needed.
214 221 Payment Terms
215 222 Payment Terms
216 223 Seller shall sell to Buyer the Products under the terms of this Agreement and at the Prices shown on Schedule B during the term of this Agreement and any renewal(s). Any new items added to this Agreement that are of similar form, fit, or function to Products currently the subject of this Agreement shall be priced similar to the items identified within attachment A.
217   Seller shall sell to Buyer the Products under the terms of this Agreement and at the Prices shown on Schedule B during the term of this Agreement and any renewal(s). Any new items added to this Agreement that are of similar form, fit, or function to Products currently the subject of this Agreement shall be priced
218   similar to
219    the items identified within attachment A.
  224 Seller shall sell to Buyer the Products under the terms of this Agreement and at the Prices shown on Schedule B during the term of this Agreement and any renewal(s). Any new items added to this Agreement that are of similar form, fit, or function to Products currently the subject of this Agreement shall be priced similar to the items identified within attachment A.
220 225 The buyer’s standard payment terms are Net XXX
221 226 The buyer’s
222 227  standard payment terms are
223 228 Net
224 229 XXX
225 230 Seller shall issue invoices only upon delivery of the goods or completion of the services ordered by Buyer hereunder. Payment by Buyer is contingent upon delivery by Seller of conforming goods and/or satisfactory completion of services. Payment made for rejected goods or services shall be promptly refunded by Seller upon request or, at Buyer’s option, deducted from any other payments due Seller from Buyer.
226 231 Seller shall issue invoices only upon delivery of the goods or completion of the services ordered by Buyer hereunder. Payment by Buyer is contingent upon delivery by Seller of conforming goods and/or satisfactory completion of services. Payment made for rejected goods or services shall be promptly refunded by Seller upon request or, at Buyer’s option, deducted from any other payments due Seller from Buyer.
227 232 SCHEDULE C
228 233 SCHEDULE C
229 234 SPECIAL TERMS AND CONDITIONS
230 235 SPECIAL TERMS AND CONDITIONS
231 236 All other T&Cs not superceeded by above will be subject to:
232 237 All other T&Cs not superceeded by above will be subject to:
233 238 Pro-Dex Terms and Condition Document 99P9006, Rev D, ECO 17426 12/02/2022
234 239 Pro-Dex Terms and Condition Document 99P9006, Rev
235 240 D
236 241 , ECO
237 242 17426
238 243  
239 244 12/02/2022

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