IDEAS-TEK General Terms and Conditions

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These Terms and Conditions ("Terms") apply to all Purchase Orders ("PO") issued by IDEAS Engineering and Technology, LLC (IDEAS-TEK) ("Buyer") to the organization and/or individual listed on the Vendor line of the Order To section of the purchase order ("Supplier") for the procurement of high-reliability components and services. By accepting a PO, Supplier agrees to be bound by these Terms.

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1. Acceptance of Purchase Order

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1.1. Supplier's acceptance of this PO is effective upon the earlier of: (a) written acknowledgment; (b) commencement of work on the PO; or (c) shipment of goods or performance of services.

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1.2. Any terms or conditions proposed by Supplier that are in addition to or different from these Terms are hereby rejected and shall be null and void, unless expressly agreed to in the PO.

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2. Scope of Work; Deliverables

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2.1. Supplier shall provide the components ("Components") and/or services ("Services") as specified in the PO, in strict accordance with all applicable specifications, drawings, performance requirements, and quality standards.

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2.2. All Components and Services must meet the standards of reliability, quality, and performance suitable for space flight applications, as called out in the provided specifications and/or drawings, including but not limited to, radiation hardness, extreme temperature tolerance, vibration resistance, and long-term operational stability in a vacuum environment.

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2.3. Supplier shall provide all necessary documentation, including but not limited to, test reports, material certifications, certificates of conformance, traceability records, and any other data required by the PO or applicable industry standards (e.g., ECSS, MIL-STD, NASA).

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3. Price and Payment

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3.1. The price for the Components and Services shall be as stated in the PO and is firm and not subject to escalation.

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3.2. Payment terms are specified on the PO and start from the later of: (a) Buyer's receipt of a correct invoice; or (b) Buyer's acceptance of the Components or Services.

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3.3. All prices are inclusive of all taxes, duties, and other governmental charges, unless listed separately and specifically agreed to be paid by Buyer in the PO.

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3.4 Freight/Shipping charges and other fees shall be included in the price of the purchase as listed on the PO. Any charge or fee listed as to be determined (“TBD”) shall require the written approval of the Buyer.

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4. Delivery and Acceptance

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4.1. Delivery shall be made DDP (Delivered Duty Paid) to address 10520 Research Rd. SE, Albuquerque, New Mexico, 87123, unless otherwise specified in the PO. Time is of the essence for all deliveries.

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4.2. Buyer reserves the right to reject any Components or Services that do not conform to the PO requirements, specifications, or applicable quality standards. Rejection may occur at any time, notwithstanding prior payment or inspection.

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4.3. Upon rejection, Supplier shall, at Buyer's option and Supplier's expense, promptly replace the non-conforming Components or re-perform the non-conforming Services, or issue a full refund.

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4.4. Buyer reserves the right to request a root cause analysis from the Supplier for any non-conforming Components or non-conforming Services. Buyer shall provide Supplier with a Non-conformance report (“NCR”) to initiate the root cause analysis.

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4.5. Risk of loss or damage to Components remains with Supplier until formal acceptance by Buyer at the designated delivery point.

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5. Quality Assurance and Testing

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5.1. Supplier shall implement and maintain a quality management system (QMS) compliant with AS9100, ISO 9001, or equivalent recognized space industry standards, as specified by Buyer, unless the QMS requirement is waived explicitly on the PO.

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5.2. All Components and Services shall undergo rigorous testing and inspection to verify compliance with all specified requirements, including but not limited to, environmental testing (thermal vacuum, vibration, shock), electrical performance testing, and destructive physical analysis (DPA) as required.

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5.3. Supplier shall provide full traceability for all Components, including raw materials, manufacturing processes, and test results, from original source to final delivery.

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5.4. Buyer, or its authorized representatives, shall have the right to conduct audits, inspections, and source surveillance at Supplier's facilities, or its subcontractors' facilities, at any reasonable time to verify compliance with the PO and these Terms.

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6. Intellectual Property

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6.1. Unless otherwise agreed in writing, all intellectual property rights (including, but not limited to, copyrights, patents, and trade secrets) in any deliverables, designs, or works created by Supplier specifically for Buyer under this PO shall be owned by Buyer.

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6.2. Supplier warrants that the Components and Services provided under this PO do not infringe upon any third-party intellectual property rights. Supplier shall indemnify, defend, and hold Buyer harmless from any claims, damages, or expenses arising from any actual or alleged infringement.

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7. Warranties

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7.1. Supplier warrants that all Components will be new, free from defects in material, workmanship, and design, and conform strictly to all applicable specifications, drawings, and performance requirements for a period of [Specify Duration, e.g., five (5) years] from the date of acceptance.

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7.2. Supplier warrants that all Services will be performed in a professional and workmanlike manner, in accordance with the highest industry standards, and by qualified personnel.

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7.3. These warranties are in addition to any other warranties, express or implied, provided by law or by Supplier.

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8. Indemnification

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8.1. Supplier shall indemnify, defend, and hold harmless Buyer, its affiliates, directors, officers, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with: (a) any breach of these Terms by Supplier; (b) any defect in the Components or Services; (c) any personal injury, death, or property damage caused by the Components or Services; or (d) any violation of applicable laws or regulations by Supplier.

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9. Confidentiality

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9.1. Supplier shall treat all information provided by Buyer as confidential and proprietary, and shall not disclose such information to any third party or use it for any purpose other than fulfilling the PO, without Buyer's prior written consent.

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9.2. This obligation of confidentiality shall survive the completion or termination of this PO.

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10. Compliance with Laws and Regulations

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10.1. Supplier shall comply with all applicable national, international, federal, state, and local laws, regulations, and ordinances in the performance of this PO, including but not limited to, export control regulations (e.g., ITAR, EAR), environmental laws, and labor laws.

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10.2. Supplier shall obtain and maintain all necessary licenses, permits, and approvals required for the performance of this PO.

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11. Export Control

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11.1. Supplier acknowledges that the Components and Services may be subject to U.S. and other applicable export control laws and regulations.

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11.2. Supplier shall cooperate with Buyer in obtaining any necessary export licenses or approvals and shall provide all required information and documentation.

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12. Termination

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12.1. Buyer may terminate this PO, in whole or in part, for convenience at any time upon written notice to Supplier, unless otherwise agreed to by the Buyer and explicitly stated on the PO with a statement of non-cancellation, non-returnable (“NCNR”). In such event, Buyer shall pay Supplier for Components delivered and accepted, and Services satisfactorily performed, prior to the effective date of termination.

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12.2. Buyer may terminate this PO immediately for cause upon written notice to Supplier if Supplier: (a) breaches any material provision of these Terms and fails to cure such breach within 30 days after receiving written notice thereof; (b) becomes insolvent or files for bankruptcy; or (c) fails to make progress so as to endanger performance of the PO.

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13. Governing Law and Dispute Resolution

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13.1. These Terms shall be governed by and construed in accordance with the laws of the State of New Mexico, United States, without regard to its conflict of laws principles.

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13.2. Any dispute arising out of or relating to this PO shall be resolved by binding arbitration in Albuquerque, New Mexico, in accordance with the rules of the American Arbitration Association. The decision of the arbitrator(s) shall be final and binding upon both parties.

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14. Miscellaneous

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14.1. Entire Agreement: These Terms, together with the PO, constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, and discussions, whether oral or written.

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14.2. Amendments: Any amendment or modification to these Terms must be in writing and signed by authorized representatives of both Buyer and Supplier.

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14.3. Severability: If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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14.4. Assignment: Supplier shall not assign or subcontract any of its rights or obligations under this PO without the prior written consent of Buyer.

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14.5. Survival: Any provisions that, by their nature, are intended to survive the termination or expiration of this PO shall so survive, including but not limited to, warranties, indemnification, confidentiality, and intellectual property.

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