Terms and Conditions | Space Machine

1. Definitions.
  1. “Seller” shall mean and refer to Space Machine & Engineering Corp., a Florida corporation, and its officers, directors, employees, representatives, and successors.
  2. “Buyer” shall mean and refer to the entity identified as the purchaser, customer, or ordering party in the applicable purchase order, and its officers, directors, employees, representatives, and successors.
  3. “Supplier” means any entity that provides, manufactures, or distributes goods, materials, components, parts, or services used by Seller to fulfill its obligations under the applicable purchase order, and its officers, directors, employees, representatives, and successors.
  4. “Agreement” means these terms and conditions, together with the applicable purchase order, and Sales Order Confirmation.
2. Applicability. These terms and conditions (“Terms”) are the only terms that govern the sale of the products (“Goods”) and the provision of services (“Services”) by the Seller to the Buyer. Seller’s confirmation of sale (“Sales Order Confirmation”) is expressly conditioned upon Buyer’s acceptance of these Terms. Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.
3. Entire Agreement. The applicable purchaser order, Sales Order Confirmation and these Terms (collectively, the “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations, terms, conditions, warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer submitted its purchase order or such terms, unless overridden by mandatory government contract requirements. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.
4. Delivery.
  1. The Goods will be delivered by the delivery date specified on the applicable purchase order unless otherwise agreed in writing by Buyer and Seller. Seller shall not be liable for any delays, loss, or damage in transit.
  2. For Services, delivery shall be deemed complete upon performance of the agreed scope of work as specified in the applicable Sales Order Confirmation. FOB terms do not apply to Services.
  3. Unless otherwise agreed in writing by the parties, all shipments shall be made FOB origin (Seller’s shipping point). Risk of loss or damage to the goods shall pass to Buyer upon delivery of the goods to the carrier at Seller’s facility. Buyer shall be responsible for all shipping and insurance costs. Title to the goods transfers to Buyer at the point of shipment.
  4. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer’s purchase order.
  5. If for any reason Buyer fails to accept delivery of any of the Goods on the date fixed pursuant to Seller’s notice that the Goods have been delivered at the FOB Origin, or if Seller is unable to deliver the Goods at the FOB Origin on such date because Buyer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller, at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage, and insurance).
5. Title and Risk of Loss. Title and risk of loss pass to Buyer upon delivery of the Goods at the FOB Origin, unless otherwise required by law or government contract. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Florida Uniform Commercial Code.
6. Buyer’s Acts or Omissions. If Seller’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, or consultants, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, damages, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.
7. Inspection and Rejection of Nonconforming Goods or Services.
  1. Buyer shall inspect the Goods upon receipt. Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods (as defined below) within 10 days of receipt of the Goods and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the following: (i) Goods that materially fail to meet contractually specified requirements, including functional performance or specifications (ii) Goods shipped are different than identified in the Agreement; or (iii) Goods’ label or packaging incorrectly identifies its contents. Buyer shall notify Seller in writing of any material nonconformance in Services within 10 business days of completion.
  2. If Buyer timely notifies Seller of any Nonconforming Goods or material nonconformance in Services, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, (ii) re-perform the Services; or (ii) credit or refund the Price for such Nonconforming Goods or Services, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility located at 2327 16th Ave N, St. Petersburg, FL 33713. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the FOB Origin.
  3. Buyer acknowledges and agrees that the remedies set forth in Section 7(b) are Buyer’s exclusive remedies for the delivery of Nonconforming Goods, except as otherwise required by law or government contract. Except as provided under Section 7(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.
8. Limited Right of Return. Except as provided under Section 7 or as required by law or government contract, Buyer has no right to return Goods shipped to Buyer pursuant to this Agreement. Services are non-returnable. Remedies for nonconforming Services are limited to re-performance or refund, as set forth herein.
9. Price. Buyer shall purchase the Goods and Services, as applicable, from Seller at the price (the “Price”) set forth in the Sales Order Confirmation. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes.
10. Payment Terms.
  1. Buyer shall pay all invoiced amounts due to Seller on receipt of Seller’s invoice. Buyer shall make all payments hereunder by wire transfer, ACH, credit card or check and in US dollars.
  2. Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments or otherwise enforcing the Agreement, including, without limitation, attorneys’ fees and costs, including without limitation through trial, appeals, and in bankruptcy. In addition to all other remedies available under the Agreement or at law or in equity (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods and provision of any Services if Buyer fails to pay any amounts when due hereunder and such failure continues for 7 days following written notice thereof.
  3. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.
  4. Buyer’s obligation to pay Seller for all Goods and Services supplied under this Agreement is absolute, independent, and unconditional. Payment by Buyer shall not be subject to, contingent upon, or delayed by Buyer’s receipt of payment from any third party, including without limitation Buyer’s customers, end users, government or other funding sources. Under no circumstances shall Buyer have any right of setoff, withholding, tolling, or suspension of payment obligations owed to Seller based on the payment status or performance of any third party.
  5. The Buyer shall notify Seller in writing of a dispute with any invoice along with substantiating documentation and/or a reasonably detailed description of the dispute within 30 days after the date of such invoice, provided that Buyer may only do so in good faith. Invoices for which no such timely notification is received shall be deemed accepted by the Buyer as true and correct, and the Buyer shall promptly pay all amounts due under such invoices. The parties shall seek to resolve all such disputes expeditiously and in good faith in accordance with the dispute resolution provisions set forth in the Dispute Resolution Provision of this Agreement. Notwithstanding anything to the contrary, each Party shall continue performing its obligations under this Agreement during any such dispute, including, without limitation, payment by the Buyer of all undisputed amounts due and payable.
11. Buyer Audit Fees.
  1. Upon no less than thirty (30) days’ prior written notice, and no more than once in any rolling twelve (12) month period, Buyer may audit the Audit Records (defined below) for the sole purpose of verifying Seller’s compliance with the applicable Agreement (the “Audit”). Any Audit shall: (i) be conducted during Seller’s normal business hours; (ii) be limited in scope to the Audit Records directly related to the Agreement; and (iii) be conducted in a manner that does not reasonably interfere with Seller’s business operations.
  2. As a condition to any Audit, Buyer shall pay Seller a non-refundable audit fee of Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) per day, for each day Seller is required to support or accommodate an Audit by Buyer (the “Audit Fee”). The Audit Fee shall be payable in full in advance of the Audit, and Seller shall have no obligation to permit or commence an Audit unless and until the Audit Fee is received. Time spent by Seller responding to requests, retrieving records, participating in design walkthroughs, or otherwise supporting the Audit shall count toward the applicable daily Audit Fee.
  3. The term “Audit Records” shall mean and refer to any books, records, and documentation reasonably related to the applicable Agreement, including, as applicable: (i) records relating to Buyer’s purchase of such Goods or Services and Seller’s performance thereunder; (ii) design specifications, technical documentation, and quality records applicable to the Goods or Services; and (iii) agreements with Suppliers solely to the extent such agreements are directly relevant to Buyer’s applicable Agreement.
12. Language of Documents. All documents, records, specifications, communications, correspondence, data, and other written materials, including without limitation quality records, quality manuals, and product-related information (collectively, the “Documents and Information”), must be provided to Seller in English. If any such Documents and Information are prepared or maintained in a language other than English, Supplier and/or Buyer shall, upon request by Seller, provide a complete and accurate English translation at Supplier or Buyer’s sole cost and expense, as applicable. If Supplier and/or Buyer fails to provide such translation promptly upon Seller’s request, Seller may, at its discretion, obtain a translation and charge all related costs and expenses to Supplier and/or Buyer (as applicable), which shall be reimbursed within 10 days of demand. In the event of any inconsistency between the Documents and Information in different languages, the English version shall control.
13. Limited Warranty.
  1. Seller warrants to Buyer that for a period of 12 months from the date of shipment of the Goods and Services (“Warranty Period”), such Goods and Services will materially conform to specifications of the applicable Sales Order Confirmation and appropriate industry standards and will be free from material defects in material and workmanship. Seller further warrants that all Goods will be new; will be adequately contained, packaged, marked and labeled; and have been produced, sold, delivered and furnished in strict compliance with all applicable laws and regulations.
  2. EXCEPT AS REQUIRED BY GOVERNMENT CONTRACT, AND EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 12(a), AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS AND SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; or (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
  3. Products manufactured by a third party (“Third-Party Products”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Except as required by government contract, Third-Party Products are not covered by the warranty in Section 12(a). For the avoidance of doubt, SELLER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.
  4. The Seller shall not be liable for a breach of the warranty set forth in Section 12(a) unless: (i) Buyer gives written notice of the defect, reasonably described, to Seller within 30 days of the time when Buyer discovers or ought to have discovered the defect; (ii) Seller is given a reasonable opportunity after receiving the notice to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Goods are defective.
  5. The Seller shall not be liable for a breach of the warranty set forth in Section 12(a) if: (i) Buyer makes any further use of such Goods and/or Services after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller.
  6. Subject to Section 12(d) and Section 12(e) above, with respect to any such Goods or Services during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods or Services at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Goods to Seller.
  7. The Seller shall not be liable for a breach of the Agreement if Seller manufactures the Goods in accordance with Buyer’s proposed drawings and specifications, using commercially reasonable worksmanship and materials. Seller makes no warranty, express or implied, regarding the adequacy, performance, safety, or fitness of Buyer’s design and if such design proves unmanufacturable, Seller shall not be liable to Buyer for any failure to deliver conforming Goods, the failure of any Goods to perform as anticipated by Buyer, or for a resulting breach of any other term of this Agreement.
  8. THE REMEDIES SET FORTH IN SECTION 12 SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 12(A).

This limited warranty does not apply to (i) Goods that have been altered, misused, improperly stored, maintained, or installed, (ii) normal wear and tear, (iii) Goods combined with items not furnished by Seller, (iv) defects attributable to Buyer’s specifications or designs, or (v) any software, data, or technical assistance provided without charge.

1. 1. Nothing in this Section is meant to or shall be construed to limit (i) Seller’s obligation to deliver Goods and Services that conform to contractually agreed specifications, (ii) any non-waivable, applicable statutory or regulatory warranties, or (iii) Seller’s obligations under applicable FAR/DFARS requirements.
2. Limitation of Liability.

EXCEPT AS REQUIRED BY GOVERNMENT CONTRACT, IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNT(S) PAID TO SELLER FOR THE GOODS AND SERVICES SOLD PURSUANT TO THE APPLICABLE PURCHASE ORDER AND SALES ORDER CONFIRMATION, EXCEPT FOR FRAUD, WILLFUL MISCONDUCT, OR MANDATORY GOVERNMENT LIABILITIES.

ASSUMPTION OF RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ASSUMES ALL RISK AND LIABILITY FOR THE RESULTS OBTAINED BY THE USE OF ANY GOODS OR SERVICES IN THE PRACTICE OF ANY PROCESS, WHETHER IN TERMS OF OPERATING COSTS, GENERAL EFFECTIVENESS, SUCCESS OR FAILURE, AND REGARDLESS OF ANY ORAL OR WRITTEN STATEMENTS MADE BY SELLER, BY WAY OF TECHNICAL ADVICE OR OTHERWISE, RELATED TO THE USE OF THE GOODS OR SERVICES, EXCEPT AS OTHERWISE REQUIRED BY GOVERNMENT CONTRACT SPECIFICATIONS.
Indemnity.
1. General Indemnity. To the fullest extent permitted by law, Buyer shall indemnify, defend, and hold harmless Seller and its respective officers, directors, employees, agents, subcontractors, and representatives (collectively, the “Seller Indemnitees”) from and against any and all losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and costs, including without limitation fees and costs relating to investigation of claims, settlement, defense, and appeals) arising out of or relating to:
  1. Any claim, demand, suit, action, or proceeding brought by any third party arising from or relating to:
    1. Buyer’s breach of this Agreement or any applicable contract;
    2. Buyer’s negligent or willful acts or omissions;
    3. Buyer’s violation of any applicable law, rule, or regulation, including export control, sanctions, and government procurement requirements; or
    4. Any products, equipment, software, or services provided by Buyer that are incorporated into, used with, or supplied to Seller.
2. Intellectual Property Indemnity. Buyer shall indemnify and hold harmless the Seller Indemnitees from and against any claim that the use, sale, or distribution of any products, materials, software, or information supplied by Buyer infringes or misappropriates any intellectual property rights of any third party.
3. Defense and Control. Buyer shall promptly assume the defense of any claim subject to indemnification hereunder, using counsel reasonably acceptable to Seller. Seller shall have the right to participate in such defense at its own expense. Buyer shall not settle or compromise any claim in a manner that imposes any liability or obligation on Seller without Seller’s prior written consent.
4. Survival. The obligations under this Section shall survive any expiration or termination of this Agreement or the underlying transaction.
5. Limitation of Buyer Claims. Buyer shall have no right to offset or reduce its indemnification obligations by any amounts that Buyer may claim from Seller under any other provision, whether for breach of contract, warranty, or otherwise.
Supplier Insurance. During the term of this Agreement, Supplier shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to, commercial general liability (including product liability) in a sum no less than $1,000,000.00 with financially sound and reputable insurers. Upon Seller’s request, Supplier shall provide Seller with a certificate of insurance from Supplier’s insurer evidencing the insurance coverage specified in this Agreement. Supplier shall provide Seller with 10 days’ advance written notice in the event of a cancellation or material change in Supplier’s insurance policy. Except where prohibited by law, Supplier shall require its insurer to waive all rights of subrogation against Seller’s insurers and Seller.
Compliance with Law. Buyer, Seller, and their respective suppliers and subcontractors (collectively, the “Compliance Parties”) shall comply with all applicable laws, regulations, and ordinances. Compliance Parties shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that they needs to carry out their respective obligations under this Agreement. Compliance Parties shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Compliance Parties acknowledge that Goods may be subject to U.S. export control laws, including the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR). Buyer assumes all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.
Documentation Retention. Compliance Parties shall retain all required quality records related to the Goods and Services that are the subject of the Agreement for a minimum of 7 years (or as otherwise specified by contract or regulation).
Termination. In addition to any remedies that may be provided under the Agreement, Seller may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to pay any amount when due under this Agreement and such failure continues for 7 days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of the Agreement, in whole or in part; (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors; or (iv) has not otherwise complied with any government-mandated terms or conditions, or other applicable laws or regulations.
Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Confidential Information. All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer or Supplier, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer or Supplier shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer or Supplier at the time of disclosure; or (c) rightfully obtained by Buyer or Supplier on a non-confidential basis from a third party.
Prohibition on Transmission of Classified Information. Buyer and/or Supplier are prohibited from sending, sharing, or disclosing any classified, controlled, or restricted information to Seller. Seller is not authorized to receive or handle classified information and has no obligation to protect or return any such information if it is sent in error. If classified information is mistakenly provided, the Buyer and/or Supplier must notify Seller immediately so it can be deleted or destroyed.
Flow-Down Requirements. Buyer and Seller shall flow down relevant specifications and requirements to their suppliers and subcontractors involved in fulfilling the the Agreement. Buyer agrees not to impose any flow-down requirement beyond those mandated by law, regulation, or contract without Seller’s prior written consent. To the extent any relevant flow down specifications and requirements conflict with the Agreement, the relevant flow down specifications and requirements shall control solely to the extent required by appliable law or regulation.
Supplier Specification and Configuration Compliance. Suppliers shall comply with all applicable provisions of the Agreement and shall ensure the use of current drawings, specifications, instructions, configurations, as well as any authorized changes, are used for all manufacturing, inspection, and testing. Suppliers must comply with all applicable government, industry, Seller, and customer specifications. When a specification revision is listed on a drawing or purchase order or Sales Order Confirmation, only that revision shall be used. In the event of any conflict or ambiguity among drawings, specifications, or instructions, Supplier shall promptly notify Seller and await written direction before proceeding.
Notice Provisions.
1. Change in Design or Process. Buyer and/or Supplier shall notify Seller of changes in design, material, manufacturing location, manufacturing equipment, production processes, and any other process related to the Goods in place as of the purchase order issuance date. Unless otherwise directed in writing by Seller, notice of such changes shall be provided to Seller in writing via email to sales@space-machine.com.
2. Change in Leadership or Management. Suppliers shall immediately notify Seller, Buyer, Sales, Quality Manager or Engineering Department of any changes in quality leadership, scope, name, or address of Quality Management System registrations, or controlled processes certification status, including suspensions or disapprovals. Suppliers shall also notify the above parties in the event of complete company closure with no transition plan managed by their corporate office. Supplier notifications shall contain the following supplier information at a minimum: Supplier ID/DUNS number (if changing, provide old DUNs and new DUNs), prior address and contact information and new address and contact information, name of supplier quality contact, phone number of supplier quality contact, email address of supplier quality contact. Unless otherwise directed in writing by Seller, all notices of such changes shall be provided to Seller:

Via email to each of the following email addresses:

accounting@space-machine.com;

sales@space-machine.com;

info@space-machine.com.

All other Notices. All other notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be delivered to Seller by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (in each case, return receipt requested, postage prepaid) to:

Space Machine & Engineering Corp.,

Attn: Accounting

2327 16th Avenue North,

St. Petersburg, FL, 33713

With a copy via email to: accounting@space-machine.com.

Except as otherwise provided in this Agreement, a Notice is effective only (a) upon Seller’s receipt; and (b) if the party giving the Notice has complied with the requirements of this Section.

1. Obsolescence Management. Each party, including without limitation, suppliers and subcontractors, shall use commercially reasonable efforts to monitor and manage obsolescence of components, materials, methodologies, or tools supplied under the Agreement and shall notify the other party of known or reasonably foreseeable obsolescence at least six (6) months before the last order date, or as soon as practicable. Any mitigation actions, including lifetime buys, replacements, or redesigns, require prior written approval from the other party and shall be conducted at the proposing party’s expense unless otherwise agreed. Neither party is obligated to implement redesigns, inventory strategies, or other extraordinary measures without written consent, and notifications under this clause do not create liability for obsolescence beyond a party’s reasonable control.
2. Prohibited Practices. Suppliers shall not engage in any of the following practices in connection with the Agreement, except as specifically authorized in writing by Seller: (i) repairing parts by welding, brazing, soldering, or adhesives, or plugging/bushing holes in castings, forgings, or other materials; (ii) adding, revising, or deleting thermal, chemical, or electrochemical processes subject to Seller specification control; (iii) submitting material with known defects to Seller without disclosure; (iv) resubmitting material without clearly identifying it as previously submitted; (v) buying, selling, trading, or transferring Seller-owned drawings, data, materials, parts, devices, assemblies, or equipment for purposes other than performance under the applicable purchase order and Sales Order Confirmation; (vi) using reclaimed material without prior written authorization; and (vii) returning unused consigned material without Seller authorization. Suppliers shall use commercially reasonable efforts to comply with these prohibitions and promptly notify Seller of any potential or actual deviations.
3. Buyer’s Rights of Access. Buyer, including authorized government representatives, may access Seller’s facilities, records, and work product solely to verify compliance with applicable contract or order requirements and only to the extent required by law, regulation, or contract. Access must be scheduled with reasonable prior written notice, conducted during normal business hours, and in a manner that does not unreasonably interfere with Seller’s operations. All personnel accessing Seller’s facilities or records may be required to execute non-disclosure agreements covering proprietary, technical, and classified information, and access is strictly limited to activities necessary for contract verification. Buyer shall bear all costs associated with access, including travel, security clearance, and monitoring, and Seller shall not be responsible for any disruption, delay, or cost to Buyer resulting therefrom. Access must comply with Seller’s security, ITAR, export control, and safety procedures, and any violation may result in immediate suspension or termination of access. Access is strictly limited to records and materials relevant to the applicable contract or order, and inspection rights shall expire 3 years after completion of the relevant contract or order. Nothing in this clause obligates Seller to provide access beyond what is legally required or to waive any rights to protect proprietary, confidential, or controlled information.
4. Seller’s Rights of Access. Supplier or subcontractor shall permit Seller, and where required, Seller’s customers or authorized government representatives, to access supplier’s or subcontractor’s facilities, records, and work product to verify compliance with the Agreement or regulatory requirements. Access must be scheduled with reasonable prior written notice, conducted during normal business hours, and in a manner that does not interfere with Supplier’s or subcontractor’s operations. Seller shall not be liable for any disruption, delay, or expense incurred by Supplier or subcontractor as a result of such access. Access is strictly limited to records and materials relevant to the applicable contract or order, and inspection rights shall expire 7 years after completion of the relevant contract or order. Nothing in this clause obligates supplier or subcontractor to provide access beyond what is legally required or to waive any rights to protect proprietary, confidential, or controlled information.
5. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): ( acts of God; ( flood, fire, earthquake, epidemics, pandemics, or explosion; ( war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; ( government order, law, or action, including government shutdown; ( embargoes or blockades in effect on or after the date of this Agreement; ( national or regional emergency; ( strikes, labor stoppages or slowdowns or other industrial disturbances; ( telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and ( other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within 7 days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 14 consecutive days following written notice given by it under this Section, either party may thereafter terminate this Agreement upon 14 days’ written notice.
6. Assignment. Buyer and Supplier shall not assign any of their rights or delegate any of their obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer or Supplier of any of its obligations under this Agreement. Notwithstanding the foregoing, Seller reserves the right to assign or delegate its rights and obligations under this Agreement, in whole or in part, without the consent of, or prior notice to, Buyer or Supplier.
7. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
8. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
9. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Florida.

DISPUTE RESOLUTION. THE PARTIES WILL ATTEMPT TO SETTLE ANY DISPUTE OR CLAIM BY EITHER OF THEM RELATING TO OR ARISING FROM THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED BY IT (THE “DISPUTE OR CLAIM”) BY GOOD-FAITH CONSULTATION. IF SUCH CONSULTATION YIELDS NO SATISFACTORY RESOLUTION OF THE DISPUTE OR CLAIM, THEN THE PARTIES SHALL SUBMIT IT TO ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) THEN IN EFFECT (THE “RULES”). THE ARBITRATION WILL BE HELD, AND THE AWARD WILL BE RENDERED, IN FLORIDA, IN PINELLAS COUNTY. THE AWARD WILL BE FINAL AND BINDING ON THE PARTIES AS FROM THE DATE RENDERED, AND WILL BE THE SOLE AND EXCLUSIVE REMEDY BETWEEN THE PARTIES. JUDGMENT UPON ANY AWARD MAY BE ENTERED IN THE COURTS OF THE STATE OF FLORIDA LOCATED IN PINELLAS COUNTY, OR THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA.

WAIVER OF JURY TRIAL AND SUBMISSION TO JURISDICTION. NOTWITHSTANDING THE FORGOING DISPUTE RESOLUTION PROVISION AND WITHOUT AFFECTING THE ENFORCEABILITY OF SUCH PROVISION, IF ANY DISPUTE OR CLAIM IS FOUND NOT TO BE SUBJECT TO ARBITRATION (THE “NON-ARBITRABLE DISPUTE”), THEN

(A) EACH PARTY IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY WITH RESPECT TO THE NON-ARBITRABLE DISPUTE; AND

(B) ANY LEGAL SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THE NON-ARBITRABLE DISPUTE SHALL BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF FLORIDA LOCATED IN PINELLAS COUNTY, FLORIDA, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS.

Export Control Compliance. Each Party shall comply with all applicable export control laws and regulations, including but not limited to the Arms Export Control Act, International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), including obtaining any licenses or permits thereunder and any other applicable government directives related to export control. Neither Party shall transfer any export-controlled information (e.g., technical data) from the U.S. to any non-U.S. person, country, government, or entity without first complying with all the requirements of the ITAR or EAR, as applicable. Any Party requesting U.S.G. authorization to export export-controlled information provided by the other Party under this Agreement must first obtain the Non-Disclosing Party’s written consent. Written consent by the Non-Disclosing Party, however, shall not relieve the other Party of its obligations to comply with U.S. Export Regulations
Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
Survival. Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: Compliance with Law, Indemnity, Limitation of Liability, Confidential Information, Governing Law, Waiver of Jury Trial and Submission to Jurisdiction, and Survival, Payment Terms, Limited Warranty, Dispute Resolution, Documentation Retention, and Export Control Compliance.

LAST UPDATED [April 1, 2026]

SPACE MACHINE & ENGINEERING CORP. TERMS AND CONDITIONS