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1 MASTER SUPPLY AGREEMENT 1 MASTER SUPPLY AGREEMENT
2 MASTER SUPPLY AGREEMENT 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 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”.
4 This Master Supply Agreement (hereinafter referred to as this “Agreement”) is entered into and effective as of the 4 This Master Supply Agreement (hereinafter referred to as this “Agreement”) is entered into and effective as of the
5 1st 5 1st
6  day of 6  day of
7 June 7 June
8 , 8 ,
9 202 9  
10 6 10 20
    11 27
11  (hereinafter referred to as the “Effective Date”) by and between 12  (hereinafter referred to as the “Effective Date”) by and between
12 xxx 13 xxx
13   14  
14 , having its principal place of business located at 15 ,
    16  having its principal place of business located at
15 xxx 17 xxx
16 , (hereinafter referred to as 18 , (hereinafter referred to as
17  “Seller 19  “Seller
18 ”), and 20 ”), and
19 Pro-Dex 21 Pro-Dex
20 , Inc. 22 , Inc.
21 , having its principal place of business located at 23 , having its principal place of business located at
22 2361 McGaw Avenue, Irvine 24 2361 McGaw Avenue, Irvine
23 , California 926 25 , California 926
24 14 26 14
25   27  
26 (hereinafter referred to as “Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and jointly as the “Parties”. 28 (hereinafter referred to as “Buyer”). Seller and Buyer are sometimes referred to herein individually as a “Party” and jointly as the “Parties”.
27 In consideration of the representations, covenants, and agreements set forth herein, the Parties, intending to be legally bound, hereby agree as follows. 29 In consideration of the representations, covenants, and agreements set forth herein, the Parties, intending to be legally bound, hereby agree as follows.
28 In consideration of the representations, covenants, and agreements set forth herein, the Parties, intending to be legally bound, hereby agree as follows. 30 In consideration of the representations, covenants, and agreements set forth herein, the Parties, intending to be legally bound, hereby agree as follows.
29 Term of Agreement 31 Term of Agreement
30 Term of Agreement 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 (2) years after the Effective Date (hereinafter referred to as the “Term”).
32 This Agreement shall become effective as of the Effective Date specified above and, unless terminated earlier pursuant to the termination provisions specified herein, 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 expire 35 expire
34 two 36 two
35  ( 37  (
36 2 38 2
37 ) 39 )
38 years 40 years
39   41  
40 after the Effective Date (hereinafter referred to as the “Term”). 42 after the Effective Date (hereinafter referred to as the “Term”).
41   43  
42 Scope of Agreement 44 Scope of Agreement
43 Scope of Agreement 45 Scope of Agreement
44 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. 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 During the Term of this Agreement, Seller agrees to manufacture, deliver, and sell the Products set forth in S 47 During the Term of this Agreement, Seller agrees to manufacture, deliver, and sell the Products set forth in S
46 CHEDULE 48 CHEDULE
47  A (“Products & Services”), to Buyer under the Prices and Payment terms set forth in S 49  A (“Products & Services”), to Buyer under the Prices and Payment terms set forth in S
48 CHEDULE 50 CHEDULE
49  B, and subject to the Terms and Conditions set forth in S 51  B, and subject to the Terms and Conditions set forth in S
50 CHEDULE 52 CHEDULE
51  C. All Schedules are attached to this Agreement and incorporated herein by reference. 53  C. All Schedules are attached to this Agreement and incorporated herein by reference.
52 This Agreement may only be modified by a written instrument signed by duly authorized representatives of the Parties. 54 This Agreement may only be modified by a written instrument signed by duly authorized representatives of the Parties.
53 This Agreement may only be modified by a written instrument signed by duly authorized representatives of the Parties. 55 This Agreement may only be modified by a written instrument signed by duly authorized representatives of the Parties.
54 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: 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 The following order of precedence shall apply in the event of an inconsistency under this 57 The following order of precedence shall apply in the event of an inconsistency under this
56 Agreement, 58 Agreement,
57  or any Purchase Orders issued by Buyer hereunder and their related documents, as applicable: 59  or any Purchase Orders issued by Buyer hereunder and their related documents, as applicable:
58 this Agreement 60 this Agreement
59 this Agreement 61 this Agreement
60 Buyer’s Purchase Order 62 Buyer’s Purchase Order
61 Buyer’s Purchase Order 63 Buyer’s Purchase Order
62 Specifications 64 Specifications
63 Specifications 65 Specifications
64 Delivery Schedules and Force Majeure 66 Delivery Schedules and Force Majeure
65 Delivery Schedules and Force Majeure 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 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.
67 Supplier acknowledges that 69 Supplier acknowledges that
68 time is of the essence 70 time is of the essence
69  and that 71  and that
70 buyer 72 buyer
71   73  
72 expects 74 expects
73  100% on 75  100% on
74 time delivery 76 time delivery
75  to promise date of the total 77  to promise date of the total
76 line-item 78 line-item
77  quantity of parts requested for delivery. 79  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 80 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
79 e 81 e
80 n 82 n
81 di 83 di
82 ng material shortage, government regulation, labor dispute or other event or impediment that could result in delay in the delivery. 84 ng material shortage, government regulation, labor dispute or other event or impediment that could result in delay in the delivery.
83 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 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 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. 86 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 87
86 Confidential Information 88 Confidential Information
87 Confidential Information 89 Confidential Information
88 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. 90 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 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, 91 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 descriptions, 92 descriptions,
91  or specifications which are a part of this Agreement or any Purchase Order. 93  or specifications which are a part of this Agreement or any Purchase Order.
92 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 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 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. 95 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 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. 96 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 Notwithstanding the foregoing, Seller and Buyer will be bound by the confidentiality obligations of any non-disclosure agreement 97 Notwithstanding the foregoing, Seller and Buyer will be bound by the confidentiality obligations of any non-disclosure agreement
96 ( 98 (
97 the” NDA 99 the” NDA
98 ”) between the Parties and, to the extent there is a conflict between the confidentiality obligations stated herein and the NDA, the NDA will control. 100 ”) 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 Limitation of Liability 101 Limitation of Liability
100 Limitation of Liability 102 Limitation of Liability
101 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 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 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. 104 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 Termination 105 Termination
104 Termination 106 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. 107 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 Unless otherwise provided, Buyer may cancel any Purchase Order, in whole or in part, upon notice at any time, without cost or penalty 108 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. 109  after
    110 20
    111  months of start.
108 Buyer may cancel order if Seller has an unacceptable reject rate, as determined by Buyer in it’s reasonable discretion. 112 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 113 Buyer may cancel order if Seller has an unacceptable reject rate, as determined by Buyer in
110 it’s 114 it’s
111  reasonable discretion. 115  reasonable discretion.
112 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. 116 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 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 117 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 an acknowledged 118 an acknowledged
115 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 119 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   120  
117 an acknowledged 121 an acknowledged
118  Purchase Order to a third party. 122  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. 123 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 Upon any such cancellation, Seller shall thereupon deliver to Buyer such work in process 124 Upon any such cancellation, Seller shall thereupon deliver to Buyer such work in process
121 , completed goods, and material on hand 125 , completed goods, and material on hand
122 . Buyer shall have no liability to Seller beyond payment of any balance owing 126 . Buyer shall have no liability to Seller beyond payment of any balance owing
123 for 127 for
124  goods or services delivered to and accepted by the Buyer. 128  goods or services delivered to and accepted by the Buyer.
125 Governing Law 129 Governing Law
126 Governing Law 130 Governing Law
127 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. 131 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 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. 132 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 Disputes and Arbitration 133 Disputes and Arbitration
130 Disputes and Arbitration 134 Disputes and Arbitration
131 The Parties shall attempt to resolve any dispute, controversy, or claim arising under or relating to this Agreement, including its interpretation, performance, or termination. 135 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 The Parties shall attempt to resolve any dispute, controversy, or claim arising under or relating to this Agreement, including its interpretation, performance, or termination. 136 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 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. 137 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 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. 138 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 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. 139 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 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. 140 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 Relationship of the Parties 141 Relationship of the Parties
138 Relationship of the Parties 142 Relationship of the Parties
139 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. 143 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 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 144 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 purposes. 145 purposes.
142 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. 146 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 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. 147 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 Miscellaneous 148 Miscellaneous
145 Miscellaneous 149 Miscellaneous
146 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. 150 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 Notices: All notices given by the Parties shall be made in 151 Notices: All notices given by the Parties shall be made in
148 writing and 152 writing and
149  delivered personally or sent by prepaid mail (by 153  delivered personally or sent by prepaid mail (by
150 airmail 154 airmail
151  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. 155  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 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. 156 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 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. 157 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 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. 158 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 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. 159 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. 160 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. 161 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.
158 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. 162 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 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. 163 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 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. 164 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 165 Survival: Any Section or provision herein which contemplates performance or observance
162 subsequent to 166 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 167  any termination or expiration of this Agreement, or which by its nature should survive, shall survive any termination or expiration of this
164 Agreement, 168 Agreement,
165  and continue in full force and effect. 169  and continue in full force and effect.
166 In witness whereof, each Party hereto has caused this Agreement to be executed and delivered as of the date first written above. 170 In witness whereof, each Party hereto has caused this Agreement to be executed and delivered as of the date first written above.
167 In witness whereof, each Party hereto has caused this Agreement to be executed and delivered as of the date first written above. 171 In witness whereof, each Party hereto has caused this Agreement to be executed and delivered as of the date first written above.
168 172
169 SCHEDULE A 173 SCHEDULE A
170 SC 174 SC
171 HEDULE A 175 HEDULE A
172 PRODUCTS & SERVICES 176 PRODUCTS & SERVICES
173 PRODUCTS & SERVICES 177 PRODUCTS & SERVICES
174 Products 178 Products
175 Products 179 Products
176   180  
177 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. 181 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 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 182 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  per SCHEDULE B. 183  per SCHEDULE B.
180 Product Changes 184 Product Changes
181 Product Changes 185 Product Changes
182 Seller shall inform Buyer of any suggested or future required changes to the Specifications, design, performance, serviceability, use, and applications of the Products. 186 Seller shall inform Buyer of any suggested or future required changes to the Specifications, design, performance, serviceability, use, and applications of the Products.
183 Seller shall inform Buyer of any suggested or future required changes to the Specifications, design, performance, serviceability, use, and applications of the Products. 187 Seller shall inform Buyer of any suggested or future required changes to the Specifications, design, performance, serviceability, use, and applications of the Products.
184 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. 188 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 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. 189 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 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. 190 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 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 191 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 d addendum to schedule A. 192 d addendum to schedule A.
189 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. 193 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 Further, Seller shall obtain Buyer’s written approval prior to implementing or executing any changes to the manufacturing process, method or change of equipment. 194 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 The seller 195 The seller
192  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. 196  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.
193 197
194 SCHEDULE B 198 SCHEDULE B
195 SCHEDULE B 199 SCHEDULE B
196 PRICES & PAYMENT TERMS 200 PRICES & PAYMENT TERMS
197 PRICES & PAYMENT TERMS 201 PRICES & PAYMENT TERMS
198 Prices 202 Prices
199 Prices 203 Prices
200   204  
201 During the Term of the Agreement, Seller agrees to sell the Products to Buyer at the following prices: 205 During the Term of the Agreement, Seller agrees to sell the Products to Buyer at the following prices:
202 During the Term of the Agreement, Seller agrees to sell the Products to Buyer at the following prices: 206 During the Term of the Agreement, Seller agrees to sell the Products to Buyer at the following prices:
203 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. 207 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 Prices include all charges for inspection, 208 Prices include all charges for inspection,
205 packaging, 209 packaging,
206  and shipping, including, but not limited to, all federal, 210  and shipping, including, but not limited to, all federal,
207 state, 211 state,
208  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. 212  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 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. 213 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 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. 214 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 Prices will be reviewed in the event of large market adjustments on raw materials as needed. 215 Prices will be reviewed in the event of large market adjustments on raw materials as needed.
212 Prices will be reviewed in the event of large market 216 Prices will be reviewed in the event of large market
213 adjustments on raw materials as needed. 217 adjustments on raw materials as needed.
214 Payment Terms 218 Payment Terms
215 Payment Terms 219 Payment Terms
216 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 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 221 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 222 similar to
219  the items identified within attachment A. 223  the items identified within attachment A.
220 The buyer’s standard payment terms are Net XXX 224 The buyer’s standard payment terms are Net XXX
221 The buyer’s 225 The buyer’s
222  standard payment terms are 226  standard payment terms are
223 Net 227 Net
224 XXX 228 XXX
225 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. 229 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 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. 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.
227 SCHEDULE C 231 SCHEDULE C
228 SCHEDULE C 232 SCHEDULE C
229 SPECIAL TERMS AND CONDITIONS 233 SPECIAL TERMS AND CONDITIONS
230 SPECIAL TERMS AND CONDITIONS 234 SPECIAL TERMS AND CONDITIONS
231 All other T&Cs not superceeded by above will be subject to: 235 All other T&Cs not superceeded by above will be subject to:
232 All other T&Cs not superceeded by above will be subject to: 236 All other T&Cs not superceeded by above will be subject to:
233 Pro-Dex Terms and Condition Document 99P9006, Rev D, ECO 17426 12/02/2022 237 Pro-Dex Terms and Condition Document 99P9006, Rev D, ECO 17426 12/02/2022
234 Pro-Dex Terms and Condition Document 99P9006, Rev 238 Pro-Dex Terms and Condition Document 99P9006, Rev
235 D 239 D
236 , ECO 240 , ECO
237 17426 241 17426
238   242  
239 12/02/2022 243 12/02/2022

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