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Version1	Version2	Differences
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 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	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		,
9		202
10		6
	8	,
	9
	10	20
	11	27
11	12	(hereinafter referred to as the “Effective Date”) by and between
12	13	xxx
13	14
14		, having its principal place of business located at
	15	,
	16	having its principal place of business located at
15	17	xxx
16	18	, (hereinafter referred to as
17	19	“Seller
18	20	”), and
19	21	Pro-Dex
20	22	, Inc.
21	23	, having its principal place of business located at
22	24	2361 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	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	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	38	2
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	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	69	Supplier acknowledges that
68	70	time is of the essence
69	71	and that
70	72	buyer
71	73
72	74	expects
73	75	100% on
74	76	time delivery
75	77	to promise date of the total
76	78	line-item
77	79	quantity of parts requested for delivery.
78	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	81	e
80	82	n
81	83	di
82	84	ng material shortage, government regulation, labor dispute or other event or impediment that could result in delay in the delivery.
83	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	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	88	Confidential Information
87	89	Confidential Information
88	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	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	92	descriptions,
91	93	or specifications which are a part of this Agreement or any Purchase Order.
92	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	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	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	97	Notwithstanding the foregoing, Seller and Buyer will be bound by the confidentiality obligations of any non-disclosure agreement
96	98	(
97	99	the” NDA
98	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	101	Limitation of Liability
100	102	Limitation of Liability
101	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	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	105	Termination
104	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	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	112	Buyer may cancel order if Seller has an unacceptable reject rate, as determined by Buyer in it’s reasonable discretion.
109	113	Buyer may cancel order if Seller has an unacceptable reject rate, as determined by Buyer in
110	114	it’s
111	115	reasonable discretion.
112	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	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	118	an acknowledged
115	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	121	an acknowledged
118	122	Purchase Order to a third party.
119	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	124	Upon any such cancellation, Seller shall thereupon deliver to Buyer such work in process
121	125	, completed goods, and material on hand
122	126	. Buyer shall have no liability to Seller beyond payment of any balance owing
123	127	for
124	128	goods or services delivered to and accepted by the Buyer.
125	129	Governing Law
126	130	Governing Law
127	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	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	133	Disputes and Arbitration
130	134	Disputes and Arbitration
131	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	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	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	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	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	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	141	Relationship of the Parties
138	142	Relationship of the Parties
139	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	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	145	purposes.
142	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	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	148	Miscellaneous
145	149	Miscellaneous
146	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	151	Notices: All notices given by the Parties shall be made in
148	152	writing and
149	153	delivered personally or sent by prepaid mail (by
150	154	airmail
151	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	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	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	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	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	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	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	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	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	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	165	Survival: Any Section or provision herein which contemplates performance or observance
162	166	subsequent to
163	167	any termination or expiration of this Agreement, or which by its nature should survive, shall survive any termination or expiration of this
164	168	Agreement,
165	169	and continue in full force and effect.
166	170	In witness whereof, each Party hereto has caused this Agreement to be executed and delivered as of the date first written above.
167	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	173	SCHEDULE A
170	174	SC
171	175	HEDULE A
172	176	PRODUCTS & SERVICES
173	177	PRODUCTS & SERVICES
174	178	Products
175	179	Products
176	180
177	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	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	183	per SCHEDULE B.
180	184	Product Changes
181	185	Product Changes
182	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	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	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	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	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	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	192	d addendum to schedule A.
189	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	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	195	The seller
192	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	198	SCHEDULE B
195	199	SCHEDULE B
196	200	PRICES & PAYMENT TERMS
197	201	PRICES & PAYMENT TERMS
198	202	Prices
199	203	Prices
200	204
201	205	During the Term of the Agreement, Seller agrees to sell the Products to Buyer at the following prices:
202	206	During the Term of the Agreement, Seller agrees to sell the Products to Buyer at the following prices:
203	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	208	Prices include all charges for inspection,
205	209	packaging,
206	210	and shipping, including, but not limited to, all federal,
207	211	state,
208	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	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	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	215	Prices will be reviewed in the event of large market adjustments on raw materials as needed.
212	216	Prices will be reviewed in the event of large market
213	217	adjustments on raw materials as needed.
214	218	Payment Terms
215	219	Payment Terms
216	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	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	222	similar to
219	223	the items identified within attachment A.
220	224	The buyer’s standard payment terms are Net XXX
221	225	The buyer’s
222	226	standard payment terms are
223	227	Net
224	228	XXX
225	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	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	231	SCHEDULE C
228	232	SCHEDULE C
229	233	SPECIAL TERMS AND CONDITIONS
230	234	SPECIAL TERMS AND CONDITIONS
231	235	All other T&Cs not superceeded by above will be subject to:
232	236	All other T&Cs not superceeded by above will be subject to:
233	237	Pro-Dex Terms and Condition Document 99P9006, Rev D, ECO 17426 12/02/2022
234	238	Pro-Dex Terms and Condition Document 99P9006, Rev
235	239	D
236	240	, ECO
237	241	17426
238	242
239	243	12/02/2022

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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 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	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		,
9		202
10		6
	8	,
	9
	10	20
	11	27
11	12	(hereinafter referred to as the “Effective Date”) by and between
12	13	xxx
13	14
14		, having its principal place of business located at
	15	,
	16	having its principal place of business located at
15	17	xxx
16	18	, (hereinafter referred to as
17	19	“Seller
18	20	”), and
19	21	Pro-Dex
20	22	, Inc.
21	23	, having its principal place of business located at
22	24	2361 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	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	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	38	2
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	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	69	Supplier acknowledges that
68	70	time is of the essence
69	71	and that
70	72	buyer
71	73
72	74	expects
73	75	100% on
74	76	time delivery
75	77	to promise date of the total
76	78	line-item
77	79	quantity of parts requested for delivery.
78	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	81	e
80	82	n
81	83	di
82	84	ng material shortage, government regulation, labor dispute or other event or impediment that could result in delay in the delivery.
83	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	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	88	Confidential Information
87	89	Confidential Information
88	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	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	92	descriptions,
91	93	or specifications which are a part of this Agreement or any Purchase Order.
92	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	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	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	97	Notwithstanding the foregoing, Seller and Buyer will be bound by the confidentiality obligations of any non-disclosure agreement
96	98	(
97	99	the” NDA
98	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	101	Limitation of Liability
100	102	Limitation of Liability
101	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	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	105	Termination
104	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	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	112	Buyer may cancel order if Seller has an unacceptable reject rate, as determined by Buyer in it’s reasonable discretion.
109	113	Buyer may cancel order if Seller has an unacceptable reject rate, as determined by Buyer in
110	114	it’s
111	115	reasonable discretion.
112	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	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	118	an acknowledged
115	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	121	an acknowledged
118	122	Purchase Order to a third party.
119	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	124	Upon any such cancellation, Seller shall thereupon deliver to Buyer such work in process
121	125	, completed goods, and material on hand
122	126	. Buyer shall have no liability to Seller beyond payment of any balance owing
123	127	for
124	128	goods or services delivered to and accepted by the Buyer.
125	129	Governing Law
126	130	Governing Law
127	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	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	133	Disputes and Arbitration
130	134	Disputes and Arbitration
131	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	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	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	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	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	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	141	Relationship of the Parties
138	142	Relationship of the Parties
139	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	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	145	purposes.
142	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	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	148	Miscellaneous
145	149	Miscellaneous
146	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	151	Notices: All notices given by the Parties shall be made in
148	152	writing and
149	153	delivered personally or sent by prepaid mail (by
150	154	airmail
151	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	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	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	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	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	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	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	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	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	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	165	Survival: Any Section or provision herein which contemplates performance or observance
162	166	subsequent to
163	167	any termination or expiration of this Agreement, or which by its nature should survive, shall survive any termination or expiration of this
164	168	Agreement,
165	169	and continue in full force and effect.
166	170	In witness whereof, each Party hereto has caused this Agreement to be executed and delivered as of the date first written above.
167	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	173	SCHEDULE A
170	174	SC
171	175	HEDULE A
172	176	PRODUCTS & SERVICES
173	177	PRODUCTS & SERVICES
174	178	Products
175	179	Products
176	180
177	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	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	183	per SCHEDULE B.
180	184	Product Changes
181	185	Product Changes
182	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	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	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	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	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	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	192	d addendum to schedule A.
189	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	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	195	The seller
192	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	198	SCHEDULE B
195	199	SCHEDULE B
196	200	PRICES & PAYMENT TERMS
197	201	PRICES & PAYMENT TERMS
198	202	Prices
199	203	Prices
200	204
201	205	During the Term of the Agreement, Seller agrees to sell the Products to Buyer at the following prices:
202	206	During the Term of the Agreement, Seller agrees to sell the Products to Buyer at the following prices:
203	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	208	Prices include all charges for inspection,
205	209	packaging,
206	210	and shipping, including, but not limited to, all federal,
207	211	state,
208	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	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	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	215	Prices will be reviewed in the event of large market adjustments on raw materials as needed.
212	216	Prices will be reviewed in the event of large market
213	217	adjustments on raw materials as needed.
214	218	Payment Terms
215	219	Payment Terms
216	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	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	222	similar to
219	223	the items identified within attachment A.
220	224	The buyer’s standard payment terms are Net XXX
221	225	The buyer’s
222	226	standard payment terms are
223	227	Net
224	228	XXX
225	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	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	231	SCHEDULE C
228	232	SCHEDULE C
229	233	SPECIAL TERMS AND CONDITIONS
230	234	SPECIAL TERMS AND CONDITIONS
231	235	All other T&Cs not superceeded by above will be subject to:
232	236	All other T&Cs not superceeded by above will be subject to:
233	237	Pro-Dex Terms and Condition Document 99P9006, Rev D, ECO 17426 12/02/2022
234	238	Pro-Dex Terms and Condition Document 99P9006, Rev
235	239	D
236	240	, ECO
237	241	17426
238	242
239	243	12/02/2022

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