Terms and Conditions of Sale – ScaleFibre USA Inc.

Version 2.0 · Last updated 19 August 2026

This document establishes the legal framework for the supply of Goods to the Purchaser by ScaleFibre USA Inc., a corporation incorporated in the State of Wyoming under the Wyoming Business Corporation Act, Wyoming file number 2026-001908877 (the Supplier).

Please read clause 12 (Disclaimer of Warranties), clause 13 (Limitation of Liability) and clause 21(d) (Jury Trial Waiver). Clauses 12 and 13 exclude and limit the Supplier’s liability and are part of the bargain reflected in the price. Clause 21(d) waives each party’s right to a jury trial.

1. Definitions and Interpretation

1.1 Definitions

In these Standard Terms, the following definitions apply unless the context requires otherwise:

Affiliate means, in relation to a person, any entity that directly or indirectly controls, is controlled by, or is under common control with that person, where “control” means ownership of more than fifty percent (50%) of the voting securities or the power to direct the management and policies of that entity.
Agreement means the legally binding contract between the Supplier and the Purchaser for the supply of Goods, comprised of these Standard Terms, any Special Conditions, any Confirmation Email, any Continuing Supply Arrangement, and any Other Documents; and, where the context requires, including in clauses 13(a), 18(b), 18(c), 20(a), 20(k), 21(a), 21(b), 21(e) and 21(h), all such contracts between the parties together with any Continuing Supply Arrangement.
Business Day means a day that is not a Saturday, Sunday, or federal public holiday in the United States, and business hours means 9.00am to 5.00pm on a Business Day in the time zone of the place to which the relevant notice is sent or at which the relevant premises are located.
Confirmation Email means the written communication issued by the Supplier to the Purchaser formally accepting an order, whether or not it specifies delivery lead-times or any other particular.
Consequential Loss means any indirect, incidental, special, exemplary, punitive, or enhanced damages, lost profits or revenues, loss of use, loss of business or business opportunity, loss of contract, loss of goodwill or data, loss of production, downtime costs, or diminution in value (other than the difference between the value of the Goods as warranted and the value of the Goods as delivered), arising out of or relating to the Agreement, and includes consequential damages within the meaning of UCC § 2-715(2). Damages of a kind referred to in this definition do not cease to be Consequential Loss because they are characterized as direct damages.
Continuing Supply Arrangement means any credit facility, standing order, supply agreement, framework arrangement, or open account established in writing between the Supplier and the Purchaser, whether or not any order is outstanding under it.
Covered Telecommunications Equipment has the meaning given in Section 889 of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 and FAR 52.204-25.
Datasheet means, for the relevant Goods, the first of the following that exists, and no other document: (i) the product datasheet issued by the Supplier for those Goods and current at the date of the Confirmation Email; (ii) the datasheet or specification identified in the Confirmation Email; or (iii) the Manufacturer’s published specification for those Goods current at the date of the Confirmation Email. A document marked or described by the Supplier as preliminary, indicative, draft, or for reference only is disregarded for the purposes of paragraph (i), and where the only document the Supplier has issued for those Goods is such a document, paragraphs (ii) and (iii) apply in that order.
Event of Default means any of the following: (a) the Purchaser fails to pay any amount when due, other than an amount disputed by the Purchaser in good faith under clause 10(e), and does not remedy that failure within ten (10) Business Days of written notice; (b) an Insolvency Event; (c) a breach of clause 4(f) or 4(g) that is not capable of remedy, or that is capable of remedy and is not remedied within five (5) Business Days of written notice; (d) a Restructure in respect of which the Purchaser has not complied with clause 2(g) and that is not remedied within five (5) Business Days of written notice; (e) any other material breach of the Agreement by the Purchaser that is not capable of remedy, or that is capable of remedy and is not remedied within ten (10) Business Days of written notice from the Supplier; or (f) the occurrence of any event or circumstance entitling the Supplier to terminate the Agreement or any order under clause 18(b) or clause 18(c). No event or circumstance is an Event of Default to the extent it consists of a failure to pay an amount disputed by the Purchaser in good faith under clause 10(e), for so long as it remains so disputed and the Purchaser has paid the undisputed portion in accordance with clause 10(a).
Full Payment means, in relation to any Goods, payment in full and in cleared funds of the purchase price of those Goods, including any delivery, duty, tax and freight charges invoiced with them.
Goods means any goods supplied by the Supplier to the Purchaser.
Insolvency Event means the Purchaser files, or has filed against it and not dismissed within sixty (60) days, a petition under Title 11 of the United States Code, becomes insolvent within the meaning of UCC § 1-201(b)(23) or 11 U.S.C. § 101(32), has a receiver, trustee, custodian or assignee appointed over it or over any material part of its assets, ceases to carry on business, makes an assignment for the benefit of creditors, or is subject to any analogous event under the law of any jurisdiction.
Manufacturer means the third party that manufactured the relevant Goods.
NCNR Goods means Goods identified as non-cancellable and non-returnable in the Confirmation Email, where that identification is effective under this definition. An identification is effective only where the designation was stated in the Supplier’s quotation or in the Purchaser’s purchase order, or where the Purchaser does not reject it by written notice given within two (2) Business Days of the Confirmation Email. Where the Purchaser rejects the designation within that period, the Goods are not NCNR Goods and the order lapses in respect of those Goods without charge to either party.
Other Documents means any additional document that the Supplier and the Purchaser have expressly agreed in writing forms part of the contract between them for the supply of Goods.
PMSI means a purchase-money security interest within the meaning of UCC § 9-103.
Purchaser means the person, firm, or company to whom the Goods are supplied by the Supplier.
Restructure has the meaning given in clause 2(g).
RMA means a Return Material Authorization issued by the Supplier for the purpose of authorizing the return of Goods.
Special Conditions means any terms and conditions expressly agreed in writing between the parties that are intended to modify or supplement these Standard Terms.
Standard Terms means the terms and conditions set out in this document.
Stock Items means Goods identified as stock items in the Confirmation Email, being catalog Goods of a kind ordinarily held by the Supplier in stock and, at the time of the return request or cancellation, in unmodified, saleable condition, excluding cut cable, custom assemblies, made-to-order Goods, and NCNR Goods. Where the Confirmation Email does not identify Goods as Stock Items or as NCNR Goods, the Goods are Stock Items if they are catalog Goods of a kind ordinarily held by the Supplier in stock, are not cut cable, custom assemblies or made-to-order Goods, and are, at the time of the return request or cancellation, in unmodified, saleable condition and in their original packaging.
Supplier means ScaleFibre USA Inc., a Wyoming corporation, Wyoming file number 2026-001908877.
Supplier Warranties means the express warranties and remedies given by the Supplier in clause 8(g) (conformity with the Datasheet), clause 11(a) (title), clause 11(c) (Goods manufactured, assembled or terminated by the Supplier) and clause 11(f) (backstop remedy), and Supplier Warranty means any one of them.
UCC means the Uniform Commercial Code as in effect in the State of Delaware, except that where the Uniform Commercial Code of another jurisdiction governs a question of attachment, perfection, the effect of perfection or non-perfection, or priority under UCC §§ 9-301 to 9-307, a reference to the UCC in relation to that question is a reference to the Uniform Commercial Code as in effect in that other jurisdiction.
Warranty Period means the period of twelve (12) months from the date of delivery of the Goods to the Purchaser.

1.2 Interpretation

(a) A reference to the Supplier or the Purchaser includes their respective executors, administrators, successors, and permitted assigns.
(b) The documents forming the Agreement are intended to be mutually explanatory. In the event of an inconsistency, the following order of precedence applies, from highest to lowest: (i) any Special Conditions; (ii) any Other Documents; (iii) any Continuing Supply Arrangement; (iv) the Confirmation Email, but only as to the commercial particulars it is issued to record, being price, quantity, currency, delivery lead-time or estimated delivery date, any Special Conditions reference, shipping terms and named place, any DDP election, any Datasheet or specification reference, any NCNR designation, any Stock Item designation, any commitment date, any host-equipment coding or keying particular referred to in clause 15(g), and the notice address; and (v) these Standard Terms. The Confirmation Email does not vary these Standard Terms in any other respect, and any provision of a Confirmation Email purporting to do so has effect only if separately agreed in writing by the Purchaser.
(c) Headings are for convenience only and do not affect interpretation.
(d) A reference to “writing” includes email and any other form of written electronic communication.
(e) “Including” and “includes” are not words of limitation.
(f) A reference to a statute, regulation or code includes any modification or re-enactment of it and any regulation made under it.
(g) The plural form of a defined term has the corresponding meaning.
(h) A reference to “$” or “USD” is a reference to United States dollars.

2. Contractual Framework and Quotations

(a) To the extent permitted by law, the legal relationship between the Supplier and the Purchaser is governed exclusively by: (i) these Standard Terms; (ii) any Special Conditions expressly agreed in writing; (iii) the specific commercial details in the Supplier’s Confirmation Email; (iv) any Continuing Supply Arrangement; and (v) any Other Documents. The documents in this clause are listed in no particular order; precedence between them is determined by clause 1.2(b).

(b) Battle of the forms. Any terms proposed by the Purchaser in a purchase order, portal, acknowledgement, or otherwise that are different from or additional to these Standard Terms are expressly rejected and do not apply unless agreed in writing by the Supplier. Any acceptance by the Supplier is expressly conditioned on the Purchaser’s assent to these Standard Terms and to no others, for the purposes of UCC § 2-207(1). Commencement of performance, shipment, or acceptance of payment by the Supplier does not constitute acceptance of the Purchaser’s terms. Where a contract for sale is found to exist by reason of conduct under UCC § 2-207(3) or § 2-206, these Standard Terms are the terms of that contract, and no term proposed by the Purchaser and rejected by this clause forms part of it or is supplied by course of dealing, usage of trade, or the gap-filling provisions of Article 2 to the extent these Standard Terms address the subject matter.

(c) Quotations. Quotations are for informational purposes and do not constitute a binding offer to sell. No quotation is a firm offer within the meaning of UCC § 2-205, and every quotation is revocable at any time before the Supplier issues a Confirmation Email, whether or not it is signed and whether or not it states a period for acceptance. Unless stated otherwise, quotations expire thirty (30) days after issue and are subject to the Supplier obtaining any necessary license or approval. If actual order quantities differ from those quoted, the Supplier may adjust pricing and delivery timelines accordingly.

(d) Except in the case of a Continuing Supply Arrangement, a binding agreement is formed only upon issuance of a Confirmation Email by the Supplier. A Continuing Supply Arrangement takes effect on its written establishment by the Supplier and is binding whether or not any order is outstanding under it. If the Purchaser does not receive a Confirmation Email, the Purchaser is responsible for requesting it.

(e) Any purchase order issued by the Purchaser constitutes an offer to contract on the framework in clause 2(a).

(f) These documents constitute the entire agreement between the parties and supersede all prior negotiations, representations, and communications. Nothing in this clause excludes or limits any liability of a party for fraud or fraudulent misrepresentation.

(g) Restructure. The Purchaser will notify the Supplier within ten (10) Business Days of any sale or disposition of all or a material part of its business or assets, any change of control, any change in the legal entity through which it contracts, any change of trustee, any change in the partners of a partnership, or any change in the holders of twenty-five percent (25%) or more of its voting securities (a Restructure). This clause does not apply to an entity whose securities are listed on a national securities exchange, or to any dealing in the listed securities of such an entity. The Purchaser will cause any successor or new entity created by a Restructure to be bound by these Standard Terms, will continue to be bound by these Standard Terms despite the Restructure, and will indemnify the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable attorneys’ fees) it suffers as a result of a breach of these Standard Terms by that entity.

(h) Acceptance and incorporation. These Standard Terms are published on the Supplier’s website and are incorporated by reference into every quotation, Confirmation Email and order. By placing an order, accepting a Confirmation Email, or taking delivery of any Goods, the Purchaser acknowledges that it has been given a reasonable opportunity to read these Standard Terms, accepts and adopts them, and agrees that this acknowledgement is an act done with the intention of adopting them, including as a security agreement for the purposes of UCC § 9-203(b)(3)(A) as provided in clause 4(a). The Confirmation Email will identify the version of these Standard Terms governing the order, being the version determined under clause 19(b). That identification records, and does not determine or vary, the governing version, and if a Confirmation Email identifies a version other than the version determined under clause 19(b), clause 19(b) prevails.

(i) No Services. The Supplier supplies Goods only. The Supplier does not perform construction work, installation, cabling, splicing, commissioning, or any other on-site or field service, and no provision of the Agreement obliges it to do so. Any advice, drawing, test result, or other technical assistance the Supplier provides is provided as an accommodation and is subject to clauses 8(c), 12 and 13. The manufacture, assembly, termination, testing, cutting and packaging of Goods at the Supplier’s own premises is the supply of Goods and not the performance of services.

3. Credit, Guarantees and Security for Payment

(a) Credit. A quotation does not constitute an offer of credit. All credit applications are subject to the Supplier’s internal approval process. The Supplier may vary or withdraw any credit facility or credit limit on reasonable grounds by written notice to the Purchaser, and clause 18(a) does not apply to that variation or withdrawal. The variation or withdrawal does not of itself affect any order already accepted, may not be made by reason of an amount disputed by the Purchaser in good faith under clause 10(e), and does not of itself constitute an Event of Default. Outstanding balances remain payable in accordance with clause 10.

(b) Guarantees. The Supplier may require the directors, officers, shareholders, or any Affiliate of a corporate Purchaser to provide a guarantee and indemnity in the form required by the Supplier as a condition of supply or of the grant or continuation of credit.

(c) Financial information. The Purchaser must provide current financial statements within five (5) Business Days of the Supplier’s written request. The Purchaser must also notify the Supplier in writing within five (5) Business Days of becoming aware of any of the following: (i) an event of default, or an event that with notice or lapse of time would be an event of default, under any facility under which the Purchaser or any of its Affiliates borrows money or is provided with financial accommodation, or the acceleration, cancellation or non-renewal of any such facility; (ii) the entry of a judgment for the payment of money against the Purchaser exceeding USD 100,000, or exceeding USD 100,000 in aggregate in any twelve (12) month period, that remains unsatisfied, and is not set aside or stayed, ten (10) Business Days after it is entered, the notification period for this paragraph running from the end of those ten (10) Business Days; (iii) the filing of any petition under Title 11 of the United States Code by or against the Purchaser, or any application for the appointment of a receiver, trustee or custodian; (iv) the filing or recording of any federal or state tax lien against the Purchaser; (v) the taking of any step to enforce, or the giving of any notice of intention to enforce, a security interest over any asset of the Purchaser by another secured party; or (vi) the Purchaser ceasing, or resolving to cease, to carry on all or a material part of its business. A notification under this clause is not of itself an Event of Default, but the Supplier may act on it under clauses 3(a), 3(e) and 3(i).

(d) Affiliate purchases. Where any Affiliate of the Purchaser purchases under the same account, the Purchaser must procure that Affiliate’s compliance with the Agreement and indemnifies the Supplier against all amounts owing in respect of those purchases and all loss the Supplier suffers as a result of non-payment. This clause creates a primary obligation of the Purchaser, is not a guarantee of the obligations of another person, and is not conditional on the Supplier first proceeding against that Affiliate. The Supplier may in addition require a separate guarantee and indemnity under clause 3(b). The Purchaser must not permit any Affiliate to order or take delivery of Goods under the Purchaser’s account unless that Affiliate has first executed and delivered to the Supplier an accession agreement in the form required by the Supplier, under which it agrees to be bound by these Standard Terms as if it were the Purchaser, grants the Supplier the security interests in clause 4 over the Goods supplied to it and over the other collateral described in that clause, and gives the Debtor Details, warranty and indemnity in clause 4(e) in respect of itself. In addition, and whether or not such an agreement has been executed, the Purchaser: (i) warrants that it is authorized by each such Affiliate to grant, and as agent for that Affiliate grants, the security interests in clause 4 over the Goods supplied to that Affiliate and over that Affiliate’s other collateral described in that clause, on the same terms as if that Affiliate were the Purchaser, and clauses 4(b) to 4(l) apply to those interests as if references in them to the Purchaser were references to that Affiliate; (ii) must, before any Goods are supplied to that Affiliate, give the Supplier that Affiliate’s Debtor Details, and warrants their accuracy and gives the indemnity in clause 4(e) in respect of them; and (iii) indemnifies the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable attorneys’ fees) arising from that Affiliate not being bound by clause 4, or from the Supplier not obtaining in respect of Goods supplied to that Affiliate a perfected security interest of the priority contemplated by clause 4.

(e) Adequate assurance and suspension. Where any amount (other than an amount disputed by the Purchaser in good faith under clause 10(e)) is overdue, or the Supplier has reasonable grounds for insecurity within the meaning of UCC § 2-609, the Supplier may by written notice suspend delivery of undelivered Goods and demand payment in advance or other adequate assurance of due performance. If the Purchaser does not provide adequate assurance within a reasonable time not exceeding thirty (30) days after the demand, as provided by UCC § 2-609(4), the Purchaser is taken to have repudiated the Agreement and the Supplier may exercise its rights under clause 18(c). The Supplier will notify the Purchaser in writing of any suspension under this clause.

(f) Credit reporting authorization. The Purchaser authorizes the Supplier, and any person acting on its behalf, to obtain and exchange credit information and reports about the Purchaser and, where a guarantee has been given or is proposed, about each guarantor, in each case from and with credit reporting agencies, trade references, credit insurers, and the Purchaser’s bankers, for the purposes of assessing creditworthiness, establishing and reviewing the account, and recovering amounts owing. Where the information concerns an individual, the Purchaser warrants that it has obtained that individual’s written authorization for the Supplier to obtain a consumer report for those purposes for the purposes of the Fair Credit Reporting Act, 15 U.S.C. § 1681b, and will provide a copy of that authorization on request. The Purchaser will bring this clause to the attention of each individual concerned at or before the time it provides that individual’s information to the Supplier. The Supplier handles that information in accordance with its privacy policy, which is available on the Supplier’s website.

(g) Additional security. The Supplier may require additional security as a condition of granting or continuing credit. Where the Purchaser grants such security by a separate written instrument, the Purchaser consents to the Supplier filing or recording any instrument or notice necessary to record and protect that security, and will execute any document and do all things reasonably required for that purpose. Nothing in the Agreement charges, or is intended to charge, any interest in real property, and nothing in the Agreement obliges the Purchaser to grant security over real property except under a separate instrument expressly agreed in writing.

(h) Possessory lien. The Purchaser grants the Supplier a lien and security interest over all goods of the Purchaser that come into the Supplier’s actual possession in connection with the supply of Goods, other than Goods rejected under clause 6(e) or returned under clause 7(c), 7(d) or 11(h), securing all amounts owing by the Purchaser to the Supplier that are due and payable, until those amounts are paid in full. That security interest is perfected by the Supplier’s possession under UCC § 9-313. The Purchaser warrants that it owns, or is authorized by the owner to grant this lien over, all such property, must identify to the Supplier in writing, at or before the time the property comes into the Supplier’s possession, any property that it does not own together with the name of the owner, and indemnifies the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable attorneys’ fees) arising from any third-party claim in respect of property over which the Purchaser has granted this lien. The Supplier may not exercise a power of sale in respect of property so identified, or that the Supplier knows or has reason to believe is not owned by the Purchaser, without the owner’s written consent, and may not exercise it in respect of an amount disputed by the Purchaser in good faith under clause 10(e) while it remains so disputed. Any disposition under this clause is subject to clause 4(i) and to Part 6 of Article 9, and the Supplier must sell only so much of the property as is reasonably necessary to satisfy the amount then due and payable together with its reasonable costs of enforcement, and must account to the Purchaser for any surplus.

(i) Credit limit. Where the Supplier has notified the Purchaser in writing of a credit limit, the Purchaser must ensure that the aggregate of all amounts owing by it to the Supplier on any account, whether or not then due for payment, together with the price of Goods the subject of orders accepted but not yet invoiced, does not at any time exceed that limit. The Supplier is not obliged to accept any order, or to deliver any Goods, where doing so would cause the limit to be exceeded, and any failure or delay in acceptance or delivery attributable to that is not a breach of the Agreement. If the limit is exceeded, the Purchaser must within five (5) Business Days of written notice either reduce the amount owing to below the limit or provide prepayment or other security acceptable to the Supplier, acting reasonably, failing which the amount by which the limit is exceeded becomes immediately due and payable. The acceptance of an order or the delivery of Goods that causes the limit to be exceeded is not a waiver of this clause, does not vary the limit, and does not affect the Purchaser’s liability. A credit limit is the maximum exposure the Supplier is prepared to carry and is not a commitment to supply.

4. Security Interest (UCC Article 9)

(a) Grant. To secure payment of the purchase price of the Goods and all other amounts owing by the Purchaser to the Supplier, the Purchaser hereby grants to the Supplier a security interest in: (i) all Goods sold by the Supplier to the Purchaser, whether now existing or hereafter acquired; (ii) all accessions, additions, replacements, and commingled or processed goods derived from them; and (iii) all proceeds and products of the foregoing, including proceeds of resale, insurance proceeds, and accounts and chattel paper arising from the sale or other disposition of the Goods. The parties intend and agree that this security interest is a PMSI to the extent it secures the purchase price of the Goods concerned, that it does not lose that character by also securing obligations that are not the purchase price of those Goods, and that UCC § 9-103(f) applies. These Standard Terms constitute a security agreement for the purposes of UCC § 9-203. The Purchaser’s signed or electronically transmitted credit application, purchase order, or written acceptance of a Confirmation Email is an authentication by the Purchaser of these Standard Terms as that security agreement for the purposes of UCC §§ 9-102(a)(7) and 9-203(b)(3)(A), and the Purchaser agrees that it adopts these Standard Terms with the present intention of granting the security interest described in this clause.

(b) Filing authorization. The Purchaser authorizes the Supplier to file financing statements, and any continuation, amendment, correction or termination statement, describing the collateral in the terms of clause 4(a), or by the type or category of the same collateral, in any jurisdiction and without the Purchaser’s signature. This authorization does not extend to a financing statement describing collateral that is not covered by clause 4(a), and no such filing is authorized for the purposes of UCC § 9-509(a)(1). This authorization is given for the purposes of UCC §§ 9-509 and 9-502, and extends to filing before the security interest attaches, as permitted by UCC § 9-502(d). Financing statements against the Purchaser are filed in the jurisdiction in which the Purchaser is located as determined under UCC §§ 9-301 to 9-307, which in the case of a registered organization is its state of organization. The Supplier is a registered organization organized under the law of the State of Wyoming and is accordingly located in Wyoming for the purposes of UCC § 9-307(e), so that any financing statement naming the Supplier as debtor, including on an assignment of receivables under clause 20(a), is filed in Wyoming. The Supplier’s incorporation in Wyoming does not affect the choice of Delaware law in clause 21(a). The Purchaser will reimburse the Supplier’s filing and search fees.

(c) Further assurances. The Purchaser will promptly do anything the Supplier reasonably requires, including obtaining consents, signing and producing documents, and supplying information, to ensure the security interest is enforceable, attaches, is perfected, and has the priority required by the Supplier, and to enable the Supplier to exercise its rights.

(d) PMSI priority and inventory notice. The Purchaser will, before the first delivery under any credit account and thereafter on written request, disclose to the Supplier in writing the identity and address of each secured party holding or claiming a security interest in the Purchaser’s inventory or accounts, and authorizes the Supplier to send to those parties the notification contemplated by UCC § 9-324(b)(3) of the Supplier’s purchase-money security interest in inventory. The Supplier may make the filings and send the notifications required by UCC § 9-324 before the Purchaser receives possession of the Goods. The Supplier is not obliged to deliver Goods on credit unless and until any such filing is effective, and any failure or delay in delivery attributable to that requirement is not a breach of the Agreement. The Purchaser will notify the Supplier in writing within two (2) Business Days of becoming aware that any other secured party has asserted, or given notification of, a purchase-money security interest in the Purchaser’s inventory, and will on request confirm in writing whether it has received the Goods into its possession.

(e) Debtor details. Before the first supply of Goods, and thereafter on the Supplier’s written request, the Purchaser must give the Supplier in writing: (A) its exact legal name as it appears in its public organic record within the meaning of UCC § 9-503(a)(1) or, where the Purchaser is an individual, as it appears on the Purchaser’s current unexpired driver’s license issued by the state of the Purchaser’s principal residence; (B) its type of organization, its state of organization, and its organizational identification number; (C) the address of its chief executive office and, where it is an individual, its principal residence; and (D) where the Purchaser enters the Agreement as trustee of a trust, or is a partnership or other unincorporated organization, the full name of the trust, partnership or organization and the details identifying it required by UCC § 9-503(a)(2) or (3) (together, the Debtor Details). The Purchaser warrants that the Debtor Details are complete and accurate when given and at the time of each supply, acknowledges that the Supplier relies on them in determining the debtor name against which to file and the jurisdiction in which to file, and indemnifies the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable attorneys’ fees) arising from any inaccuracy, incompleteness or unnotified change in them, including any loss of priority and any financing statement being seriously misleading for the purposes of UCC § 9-506. The Purchaser will notify the Supplier in writing at least ten (10) days before any change to any of the Debtor Details, and in any event within two (2) Business Days after becoming aware of any such change.

(f) Dealings with the Goods. Until Full Payment for the relevant Goods the Purchaser must: (i) keep those Goods insured in accordance with clause 5(e), safe, and free from deterioration or loss; (ii) store those Goods in a way that allows them to be identified as Goods supplied by the Supplier, and provide to the Supplier within two (2) Business Days of written request a record of the location, quantity and drum, reel or serial identification of all Goods for which Full Payment has not been made; (iii) sell those Goods only in the ordinary course of its business, and a bulk disposal of inventory otherwise than to a customer of the Purchaser, or a sale not at arm’s length, is not a sale in the ordinary course of business; (iv) not grant or permit any security interest or lien in those Goods ranking ahead of the Supplier’s security interest, other than one existing and disclosed to the Supplier in writing before delivery; (v) not affix those Goods to real property, or permit them to be so affixed, without the Supplier’s prior written consent, and where consent is given, do all things the Supplier reasonably requires to preserve its interest, including procuring from each owner, mortgagee and encumbrancer of the real property a written acknowledgement of the Supplier’s rights in a form approved by the Supplier and permitting a fixture filing under UCC § 9-334; and (vi) not sell, factor, discount, or otherwise assign, or grant any security interest in, any account arising from the sale of those Goods without the Supplier’s prior written consent.

(g) Proceeds. Where the Purchaser sells or otherwise disposes of Goods before Full Payment for those Goods, the Purchaser must account to the Supplier on demand for so much of the proceeds as equals the amount then owing in respect of those Goods, must not assert any set-off or counterclaim against those proceeds except as permitted by clause 10(b), and must, on the Supplier’s written request, hold those proceeds in a separate account nominated by the Supplier pending payment to the Supplier. The Purchaser must maintain records sufficient to identify the proceeds of each item of Goods. This clause operates in addition to, and does not limit, the Supplier’s security interest in proceeds under clause 4(a) and UCC § 9-315. The Purchaser acknowledges that a buyer in the ordinary course of business takes free of the Supplier’s security interest under UCC § 9-320(a), and that nothing in this clause affects the Supplier’s interest in the proceeds of that sale.

(h) Accessions, commingled goods and fixtures. Where the Goods are installed in, affixed to, processed with, or commingled with other goods, the Supplier’s security interest continues in accordance with UCC §§ 9-335 and 9-336. Where the Goods become fixtures, the Supplier may make a fixture filing under UCC § 9-334 and the Purchaser will provide the property description and consents necessary for that purpose.

(i) Default and enforcement. If an Event of Default has occurred and is continuing, the Supplier may exercise all rights and remedies of a secured party under Part 6 of Article 9 and at law, including the right to take possession of the Goods under UCC § 9-609. For that purpose the Purchaser grants the Supplier and its agents a license to enter any premises occupied or controlled by the Purchaser at which the Goods are located, on reasonable notice and during business hours, and where the Goods are located at other premises the Purchaser will use its best efforts to procure the occupier’s consent. The Supplier will not proceed without judicial process where doing so would be a breach of the peace, will use no more force and cause no more damage than is reasonably necessary, will dispose of Goods recovered only in a commercially reasonable manner in accordance with UCC § 9-610, will give the notification required by UCC § 9-611, and will apply and account for proceeds in accordance with UCC §§ 9-608 and 9-615. The Supplier will recover only so much of the Goods as is reasonably necessary to satisfy the amount then due and payable together with its reasonable costs of recovery, and will credit the Purchaser with the net proceeds realized. Nothing in the Agreement waives, and the Supplier does not rely on any provision of the Agreement as waiving, any right or obligation that UCC § 9-602 makes non-waivable. The Purchaser indemnifies the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable attorneys’ fees) arising from an entry made with the Purchaser’s authority under this clause. Nothing in this clause prevents the Supplier, before an Event of Default, from taking any step reasonably necessary to prevent the removal, concealment, disposal or deterioration of Goods in which it holds a security interest, including seeking injunctive relief.

(j) Reclamation and stoppage. Nothing in the Agreement limits the Supplier’s rights under UCC §§ 2-702 (including the right to refuse delivery except for cash and the right to reclaim Goods delivered on credit to an insolvent Purchaser), 2-703, and 2-705 (stoppage of delivery in transit), or its rights under 11 U.S.C. § 546(c). Any demand for reclamation may be made by written notice given in accordance with clause 20(b).

(k) Certificate. A document signed by an officer of the Supplier identifying the collateral and certifying the amount owing is, in the absence of manifest error, evidence of those matters.

(l) Goods located outside the United States. Until Full Payment for the relevant Goods, the Purchaser must not remove, or permit the removal of, those Goods from the United States or, in the case of an international shipment, from the country of the delivery destination stated in the Confirmation Email, without the Supplier’s prior written consent, and must give the Supplier not less than ten (10) Business Days’ written notice of any proposed removal, stating the destination country and the intended location. The Purchaser acknowledges that the existence, perfection, priority and enforceability of the Supplier’s security interest as against third parties in respect of Goods located outside the United States may be determined by the law of the place where the Goods are located, and that a financing statement filed in the United States may not protect the Supplier’s interest in that place. Where Goods are or are to be located outside the United States before Full Payment, the Purchaser must at its own cost promptly do everything the Supplier reasonably requires to create, perfect, register, record and enable the enforcement of equivalent security under the law of that place, and indemnifies the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable attorneys’ fees) arising from a removal in breach of this clause or a failure to comply with it, including any loss of priority or security.

5. Title, Risk of Loss and Shipping Terms

(a) Shipping terms. Unless otherwise agreed in writing: (i) shipments within the United States are made F.O.B. Supplier’s facility (UCC § 2-319), and the Supplier’s obligation is discharged on delivery of the Goods to the carrier at that place; and (ii) international shipments are made FCA Supplier’s facility (Incoterms 2020), or on such other Incoterms 2020 basis as is specified in the Confirmation Email. Where an Incoterms 2020 rule is specified, it applies as between the parties except to the extent it is inconsistent with an express provision of these Standard Terms, in which case these Standard Terms prevail.

(b) Risk of loss. Subject to clause 5(d), and as permitted by UCC §§ 1-302 and 2-509(4), risk of loss passes to the Purchaser on delivery of the Goods to the carrier at the Supplier’s facility or, where the Purchaser or its carrier is to collect the Goods, when the Goods are placed at the Purchaser’s disposal at the Supplier’s facility, whichever occurs first. Where the Purchaser fails to take delivery, risk passes in accordance with clause 6(b). Nothing in this clause affects the operation of UCC § 2-510 in respect of Goods that fail to conform to the Agreement in a manner giving a right of rejection, to the extent of that non-conformity.

(c) Title. Title to the Goods passes to the Purchaser on delivery of the Goods to the carrier or, where the Purchaser collects, on delivery to the Purchaser, in each case subject to the security interest granted in clause 4. The parties acknowledge that under UCC § 2-401(1) any reservation of title by the Supplier after shipment is limited in effect to a reservation of a security interest, and clause 4 states the terms of that interest. Nothing in this clause limits clause 4(f), which applies until Full Payment for the relevant Goods.

(d) Delivered and duty-paid sales. Where the Confirmation Email specifies a delivered price on a DDP (Incoterms 2020) or equivalent basis: (i) the Supplier is the importer of record and is responsible for customs clearance and payment of duties and import charges for the named destination; (ii) risk of loss passes to the Purchaser on arrival of the Goods at the named place, ready for unloading; (iii) title passes at the same time, subject to clause 4; and (iv) clause 9(c) does not apply, and no duty or import charge will be added to the invoice after acceptance of the order except under clause 9(d).

(e) Purchaser’s insurance. The Purchaser will keep the Goods insured against loss or damage for their full replacement value until Full Payment for those Goods, will name the Supplier as loss payee on request, and will provide a certificate of insurance on request.

(f) Supplier’s insurance. The Supplier maintains, with insurers of recognized standing, commercial general liability insurance of not less than USD 1,000,000 per occurrence and USD 2,000,000 in the aggregate, and products and completed operations liability of not less than USD 2,000,000 in the aggregate, in each case determined as at the inception or renewal of the relevant policy. Erosion or exhaustion of an aggregate limit by the payment of, or the establishment of reserves for, claims during a period of insurance is not of itself a breach of this clause, provided the Supplier uses reasonable efforts to reinstate the limit where reinstatement is available on commercially reasonable terms. The Supplier will provide a certificate of insurance on written request. Any requirement to name the Purchaser as an additional insured, or to carry higher limits, applies only where agreed in the Special Conditions and at the Purchaser’s cost. The Supplier maintains this insurance for its own benefit. This clause confers no right, interest or benefit on the Purchaser in respect of any policy or its proceeds, is not a warranty that any loss is or will be covered by insurance, and the existence, terms, limits, availability, response or proceeds of any insurance maintained by the Supplier must not be taken into account in construing or applying, and do not affect the operation of, clause 12 or clause 13.

6. Delivery, Storage, Inspection and Acceptance

(a) Delivery dates. Any delivery time or date stated is an estimate only. The Supplier is not liable for any Consequential Loss resulting from delay in delivery, and its liability for any other loss resulting from delay in delivery is limited in accordance with clause 13(a). The Supplier will notify the Purchaser of any material change to an estimated delivery date. The estimated delivery date is the date stated in the Confirmation Email or, where the Confirmation Email states a lead-time rather than a date, the date falling at the end of that lead-time calculated from the date of the Confirmation Email. Where delivery is delayed by more than forty-five (45) days beyond the estimated delivery date, the Purchaser may cancel the undelivered portion of the affected order without charge by written notice given before the Supplier dispatches the affected Goods, and the Supplier will refund any amount paid for the canceled Goods. This right does not apply to cut cable, custom or made-to-order Goods, or NCNR Goods once cutting or production has commenced or the Supplier has made an irrevocable commitment in respect of them, and does not apply where the delay is caused by an event dealt with under clause 17. Time is not of the essence in respect of any obligation of the Supplier to deliver the Goods, and no failure to deliver by an estimated delivery date is a repudiation of the Agreement or entitles the Purchaser to terminate the Agreement or any order, other than as expressly provided in this clause 6(a) or in clause 17(c) or 18(b). This sentence does not apply to any obligation of a party to pay money.

(b) Failure to take delivery. If the Purchaser fails to take delivery when the Goods are made available, the Supplier may store the Goods at the Purchaser’s risk and expense. Storage charges accrue from fifteen (15) days after notification that the Goods are available, at the Supplier’s reasonable storage cost, the rate for which will be notified to the Purchaser before charges commence. Risk of loss passes to the Purchaser on the date the Goods were first made available.

(c) Inspection — apparent defects. The Purchaser must inspect all Goods promptly on their arrival at the place to which they are consigned. Written notice of shortages, incorrect supply, transit damage, or defects apparent on reasonable inspection must be given within fourteen (14) days after that arrival and, in any event, within ninety (90) days after delivery, whichever period expires first. The parties agree that this period is a reasonable time for the purposes of UCC §§ 2-602(1) and 2-607(3)(a). Failure to give notice within this period constitutes acceptance of the Goods as to those matters and bars any remedy in respect of them, except where the shortage or defect was not reasonably discoverable within that period, in which case clause 6(d) applies.

(d) Latent defects. For shortages and defects not reasonably discoverable within the period in clause 6(c), the Purchaser must give written notice within thirty (30) days of discovery and in any event within the Warranty Period. The parties agree that this period is a reasonable time for the purposes of UCC § 2-607(3)(a).

(e) Rejected Goods. Where the Purchaser rightfully rejects Goods, it must hold them with reasonable care at the Supplier’s disposal for a time sufficient to permit the Supplier to remove them, must not use them or sell them except in accordance with UCC §§ 2-603 and 2-604 or as the Supplier directs, and must follow the RMA process in clause 7(c). A rejection is not effective unless notice is given within the period in clause 6(c) or 6(d), and a wrongful rejection is a breach of the Agreement.

(f) Cure. The Supplier may cure any non-conformity, whether or not the time for performance has expired, by repairing, replacing, or making conforming delivery of the Goods within thirty (30) days after receiving notice under clause 6(c) or 6(d), or within such longer period as is reasonable in the circumstances. The parties agree that this extends the Supplier’s right to cure under UCC § 2-508, and that the Purchaser may not cancel the Agreement or any order, or purchase substitute goods at the Supplier’s expense, before the Supplier has had that opportunity to cure. Nothing in this clause limits the Purchaser’s right to cancel under clause 6(a), 7(h), 9(d), 9(e) or 17(c).

(g) Partial deliveries and installments. The Supplier may deliver in installments and invoice each separately. Each installment is treated as a separate contract for the purposes of UCC § 2-612, and a non-conformity in or non-delivery of one installment does not entitle the Purchaser to reject any other installment or to treat the Agreement as a whole as breached, unless the non-conformity substantially impairs the value of the whole Agreement.

(h) Acceptance. Acceptance of the Goods occurs in accordance with UCC § 2-606. Following acceptance, the Purchaser’s sole remedies in respect of any non-conformity are those in clauses 8(g), 11 and 15(d), and the Purchaser may not revoke acceptance except where the non-conformity substantially impairs the value of the Goods to it and was not discoverable before acceptance, in accordance with UCC § 2-608. This clause does not limit clause 6(a), 7(d) or 14(h).

7. Returns, Cancellation and Change Orders

(a) Returns. A request to return Stock Items must be made within thirty (30) days of the invoice date. Returns are subject to a restocking fee equal to the greater of twenty-five percent (25%) of the invoice value or any restocking fee charged to the Supplier by the Manufacturer, up to a maximum of forty percent (40%) of the invoice value, plus all freight costs. The Supplier is under no obligation to accept a return of Stock Items and does so as an accommodation to the Purchaser. The restocking fee reflects the Supplier’s handling, inspection and re-packaging costs and the reduction in value of Goods returned to stock. The Supplier will advise the applicable restocking fee before issuing the RMA.

(b) Exclusions. No return is permitted for cut cable (being cable cut from a full drum or reel length), custom-cut cable, made-to-order cable or assemblies, customized products, or NCNR Goods. This clause applies only to returns for the Purchaser’s convenience and does not limit any right of the Purchaser under clause 6, 8(g), 11 or 15(d). A designation of Goods as NCNR Goods is effective only as provided in the definition of NCNR Goods in clause 1.1.

(c) RMA. No return will be accepted without a valid RMA issued by the Supplier. A request for an RMA must be made in writing, and the Supplier will issue the RMA, or decline the request by written notice, within five (5) Business Days of receiving the request. The Goods must be returned within fourteen (14) days of the date the RMA is issued, in original condition and packaging, freight prepaid. If that period is not met the RMA lapses, and the Supplier may reissue it at its discretion. The Supplier may decline an RMA requested under clause 7(a), but may not decline an RMA for Goods rightfully rejected under clause 6(e), for Goods incorrectly supplied under clause 7(d), or for Goods to be returned under clause 11(h), and the fourteen (14) day return period does not apply to those Goods where the Supplier has not designated a return location.

(d) Incorrect supply. Where the Supplier has supplied in error, the Purchaser must give written notice in accordance with clause 6(c). Subject to the RMA process and inspection, the Supplier will issue a credit for the invoiced amount without restocking fee and will bear the freight cost of the return.

(e) Cancellation. Except as provided in clauses 6(a), 7(h), 9(d), 9(e), 17(c), 18(b) and 18(c), an order may not be canceled, deferred, or varied without the Supplier’s written consent. Where consent is given, paragraphs (i), (ii) and (iii) apply separately to each line item of the order, and a reference in those paragraphs to an order is a reference to the line item concerned: (i) a line item for Stock Items canceled before dispatch is subject to a processing charge of ten percent (10%) of the price of that line item; (ii) a line item for cut cable, custom or made-to-order Goods, or NCNR Goods, cannot be canceled once cutting or production has commenced or the Supplier has made an irrevocable commitment in respect of them; and (iii) in every case the Purchaser must pay the Supplier’s costs incurred and irrevocable commitments made in respect of the canceled line item, including raw materials and work in progress, except that where paragraph (i) applies to a line item and paragraph (ii) does not, the charge under paragraph (i) is the Supplier’s sole entitlement in respect of the cancellation of that line item. Where the Purchaser pays an amount under paragraph (iii) in respect of Goods that are complete or partly complete, or in respect of raw materials or work in progress, the Supplier will at the Purchaser’s cost and direction deliver those Goods, materials and work in progress to the Purchaser, and title in them passes to the Purchaser on payment in full and in cleared funds of that amount.

(f) Reels and drums. Where a reel or drum deposit is charged, it is invoiced separately and credited on return of the reel or drum in good and reusable condition, undamaged and with legible identification, within twelve (12) months of dispatch. Items identified as non-returnable carry no deposit and no credit.

(g) Commitment date. Where an order includes cut cable, custom or made-to-order Goods, or NCNR Goods, the Confirmation Email will state the date on or after which the Supplier expects to commence cutting or production, or to make an irrevocable commitment, in respect of those Goods. The exclusions in clauses 6(a) and 7(e)(ii) do not apply before that date, whether or not cutting or production has in fact commenced or an irrevocable commitment has in fact been made, and do not apply at all where the Confirmation Email does not state such a date. For the purposes of clauses 9(d), 9(e) and 17(c), cutting or production is taken not to have commenced, and no irrevocable commitment is taken to have been made, before the date stated in the Confirmation Email; and where the Confirmation Email states no such date, no adjustment may be made under clause 9(e) to the price of cut cable, custom or made-to-order Goods, or NCNR Goods. The Supplier will confirm in writing on request whether cutting or production has commenced or an irrevocable commitment has been made.

(h) Discontinued Goods and substitution. Where a Manufacturer discontinues, supersedes or materially modifies Goods after the Confirmation Email, the Supplier may supply functionally equivalent Goods of equal or better specification on written notice, or cancel the undelivered portion of the affected order without charge and refund any amount prepaid in respect of it. The Purchaser may reject a substitution by written notice given within five (5) Business Days of the Supplier’s notice, in which case the undelivered portion of the affected order is canceled without charge and the Supplier will refund any amount prepaid in respect of it. Nothing in this clause limits the Supplier’s election under clause 7(i).

(i) End-of-life and product change notices. Where the Supplier receives from a Manufacturer a notice of end of life, end of sale, discontinuation, last-time buy or product change affecting Goods that the Supplier has supplied to the Purchaser within the preceding twelve (12) months or that are the subject of an accepted order, the Supplier will give the Purchaser a copy of that notice, or a written summary of its substance, within ten (10) Business Days of receiving it. The Supplier gives no representation or warranty as to the continued availability of any Goods, is under no obligation to place, accept or fulfill any last-time-buy order or to hold or reserve any stock, and is not liable for any failure by a Manufacturer to give a notice or for the content, accuracy or completeness of any notice passed on under this clause. A notice or summary given under this clause is confidential information of the Supplier for the purposes of clause 16.

(j) Defective Goods unaffected. Nothing in this clause 7 applies to Goods that are defective or incorrectly supplied, or limits any right or remedy of the Purchaser under clause 6, 8(g), 11 or 15(d).

8. Technical Data, Tolerances and Specifications

(a) Length tolerance. The Purchaser acknowledges that cable quantities are subject to manufacturing length tolerances. The delivered and invoiced quantity may be no less than the ordered quantity and no more than the ordered quantity plus two percent (2%), being a tolerance of minus zero percent to plus two percent (−0% to +2%), and the Supplier invoices on the actual quantity supplied. Where a reel would exceed this tolerance, the Supplier will request a revised purchase order rather than invoice the excess.

(b) The Supplier may, at its sole discretion, waive the charge for any additional length within tolerance.

(c) Disclaimer of advice. The Purchaser confirms it is the sole decision-maker in the transaction and has not relied on any technical advice or representation from the Supplier that is not expressly recorded in the Special Conditions, the Confirmation Email or a Datasheet, including reliance on nominal test results which may not incorporate measurement uncertainty. Except as expressly stated in the Special Conditions, the Confirmation Email or a Datasheet, the Purchaser acknowledges that the Supplier has no reason to know of any particular purpose for which the Goods are required and that the Purchaser is not relying on the Supplier’s skill or judgment to select or furnish suitable Goods, for the purposes of UCC § 2-315. The Supplier makes no representation regarding the effectiveness of any product feature in reducing, resisting, or eliminating damage caused by termites, rodents, other pests, or environmental conditions. Nothing in this clause excludes or limits any liability of a party for fraud.

(d) Selection and application. The Purchaser is solely responsible for the selection, application, installation, and suitability of the Goods for its intended purpose, and will indemnify the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable attorneys’ fees) arising from misapplication or from installation not in accordance with the Manufacturer’s published specifications, applicable industry standards, and good engineering practice, except to the extent caused by the Supplier’s negligence or breach of the Agreement.

(e) High-risk use. The Goods are not designed for use in applications where failure could lead to death, personal injury, or severe physical or environmental damage, including nuclear facilities, aircraft navigation, and life support systems. The Purchaser will not use the Goods in any such application and will indemnify the Supplier against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable attorneys’ fees) arising from any such use.

(f) Illustrations and drafts. Illustrations, drawings, and preliminary or indicative specifications supplied by the Supplier are drafts and approximations for reference only and must not be relied upon for accuracy. All rights in them remain the property of the Supplier or the relevant Manufacturer, may be recalled at any time, and must be treated as confidential in accordance with clause 16. Nothing in this clause excludes or limits any liability of a party for fraud.

(g) Datasheets. Clause 8(f) does not apply to a Datasheet. The Supplier warrants that the Goods will conform in all material respects to the applicable Datasheet, subject to clause 8(a) and to any tolerance, test method, or measurement condition stated in the Datasheet or in the Manufacturer’s published specification for the Goods current at the date of the Confirmation Email. Nominal or typical values stated in a Datasheet are not guaranteed minima. The Supplier’s sole obligation and the Purchaser’s sole and exclusive remedy for breach of this clause is, at the Supplier’s option, repair, replacement, or refund of the price paid for the affected Goods. The warranty in this clause applies for the Warranty Period. Notice must be given in accordance with clause 6(c) or 6(d), and this clause is subject to clauses 11(h) and 13. Clause 12(e) preserves the warranty in this clause.

9. Pricing, Taxes, Duties and Adjustments

(a) The Purchaser must pay the price set out in the Confirmation Email.

(b) Taxes. Prices are exclusive of all federal, state, and local taxes, including sales, use, excise, and gross receipts taxes. The Purchaser is responsible for all such taxes, other than taxes on the Supplier’s net income, unless a valid exemption or resale certificate acceptable to the taxing authority is provided before invoicing. Where an exemption or resale certificate is later disallowed, the Purchaser must reimburse the Supplier for the tax, together with any interest and penalty, within ten (10) Business Days of demand.

(c) Duties and import charges. Prices are exclusive of all customs duties, tariffs, anti-dumping and countervailing duties, import fees, brokerage charges, and similar levies, all of which are the Purchaser’s responsibility and will be added to the invoice unless the Confirmation Email specifies a delivered price.

(d) Adjustment for change in cost. If the Supplier’s cost of performing the Agreement increases as a result of the coming into force, after the date of the quotation, of any law, regulation, tariff, duty, or other governmental measure having the force of law in any jurisdiction, the price may be adjusted to cover the additional cost and by no more than the additional cost. The adjustment includes no margin, and the Supplier will provide evidence of the increase on request. This applies to orders already accepted but not yet delivered, and notice of an adjustment must be given before dispatch of the affected Goods. The Supplier will give written notice of any such adjustment, and the Purchaser may cancel the undelivered portion of the affected order without charge by written notice given within ten (10) Business Days of that notice. Where the Supplier gives notice of an adjustment under this clause in respect of cut cable, custom or made-to-order Goods, or NCNR Goods on which cutting or production has commenced or in respect of which the Supplier has made an irrevocable commitment, the Supplier must elect, and must state its election in that notice, either: (i) to absorb the additional cost in respect of those Goods, in which case no adjustment applies to them and the right of cancellation in this clause does not apply to them; or (ii) to permit the Purchaser to cancel the undelivered portion of the affected order without charge.

(e) Currency. Prices for imported Goods are based on exchange rates prevailing at the quote date. The Supplier may adjust final pricing to reflect exchange rate movement between the quote date and the date of import or, where the Goods are not imported by the Supplier, the date of dispatch. This clause applies only to orders accepted but not yet delivered, and notice of an adjustment must be given before dispatch of the affected Goods. The Supplier will provide evidence of the movement on request. Where that movement is favorable to the Purchaser, the Supplier will reduce the price accordingly. No adjustment is made under this clause to the price of cut cable, custom or made-to-order Goods, or NCNR Goods once cutting or production has commenced or the Supplier has made an irrevocable commitment in respect of them. The Supplier will give written notice of any such adjustment, and the Purchaser may cancel the undelivered portion of the affected order without charge by written notice given within ten (10) Business Days of that notice.

(f) Unless stated otherwise, quoted prices are for supply from the Supplier’s facility and exclude transport, offloading, insurance, duties, taxes, and charges for non-standard packaging, drum or reel sizes, or testing certificates.

10. Payment

(a) Terms. Payment is due within thirty (30) days of the invoice date for approved credit accounts, and otherwise in cleared funds before dispatch. All payments are in US Dollars unless the Confirmation Email specifies otherwise.

(b) Set-off. Neither party may set off, deduct or withhold any amount payable to the other except in respect of an amount that the other party has admitted in writing is owing, that has been awarded by a court, or that the Purchaser has disputed in good faith under clause 10(e) and that has not been resolved in the Supplier’s favor. Nothing in this clause limits clause 10(e).

(c) Interest. Overdue amounts accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower, calculated daily from the due date until payment in full. Interest does not accrue on any amount disputed by the Purchaser in good faith under clause 10(e) for the period during which it remains so disputed. Where a dispute is resolved in the Supplier’s favor, interest accrues on the amount found to be owing from the original due date. The parties agree that this rate is a reasonable commercial charge for the extension of credit and is not a penalty.

(d) Application of payments. The Supplier may apply any payment received against any amount owing by the Purchaser, including interest, administration, and collection costs, in any order it determines. Despite the preceding sentence, where the Supplier claims or enforces the PMSI granted under clause 4(a), payments received are taken to have been applied in accordance with UCC § 9-103(e), and in the absence of a contrary reasonable method of application, first against obligations that are not secured and then against obligations secured by purchase-money security interests in the order in which those obligations were incurred. The Supplier will maintain and, on request, produce records identifying the unpaid purchase price of each item of Goods.

(e) Disputed invoices. The Purchaser must notify the Supplier in writing of any disputed invoice within ten (10) Business Days of receipt of the invoice, or within the applicable period under clause 6(c) or 6(d) where the dispute concerns a shortage or defect, whichever is later. The Purchaser must nonetheless pay the undisputed portion of the invoice in accordance with clause 10(a), and the Supplier will issue a credit or refund for any disputed amount where the dispute in respect of that amount is resolved in the Purchaser’s favor.

(f) Costs of recovery. The Purchaser will reimburse the Supplier for all reasonable costs of collection, including reasonable attorneys’ fees, collection agency fees, and any dishonor fee charged by the Supplier’s bank together with a reasonable administration charge, in each case to the extent permitted by applicable law. No dishonor fee is payable where the relevant invoice has been disputed by the Purchaser in good faith under clause 10(e). Where applicable law makes an entitlement to attorneys’ fees under a contract reciprocal, this clause has effect accordingly.

(g) No conditional payment. Payment is not conditional on the Purchaser being paid by any third party, and the Purchaser may not withhold payment on the ground that it has not been paid by its own customer.

11. Warranty

(a) Title. The Supplier warrants that: (i) at the time of delivery it has good title to the Goods and the right to sell them, and the Goods are delivered free of any security interest or lien other than those granted under clauses 3(h) and 4 and any security interest disclosed to the Purchaser in writing before delivery; and (ii) on Full Payment for the Goods, the Purchaser holds them free of all security interests and liens created by or through the Supplier, and the Supplier will on request file a termination statement or otherwise release its security interest in those Goods. Where the Purchaser sells the Goods in the ordinary course of its business as permitted by clause 4(f)(iii) before Full Payment, the buyer takes free of the Supplier’s security interest in accordance with UCC § 9-320(a), and clause 4(g) applies to the proceeds.

(b) Manufacturer warranties. The Supplier does not itself manufacture the Goods, except as stated in clause 11(c). The Supplier assigns and passes through to the Purchaser, to the extent assignable, all warranties provided to the Supplier by the Manufacturer, and authorizes the Purchaser to make and settle warranty claims directly with the Manufacturer. The Supplier will provide the substance of the applicable Manufacturer’s warranty terms on request, which it may provide by way of a statement of those terms issued by the Supplier or in redacted form, provided that the Supplier will not redact the duration, scope, exclusions, conditions or remedies of the warranty, and may redact only pricing and other commercial terms not material to a warranty claim. Where a Manufacturer’s warranty is not assignable, the Supplier will, at the Purchaser’s written request and cost, pursue the warranty claim against the Manufacturer on the Purchaser’s behalf and account to the Purchaser for the proceeds.

(c) Limited Supplier warranty. For Goods manufactured, assembled, or terminated by the Supplier, the Supplier warrants that those Goods will be free from material defects in materials and workmanship for the Warranty Period, provided notice is given in accordance with clause 6(c) or 6(d). The Supplier’s sole obligation and the Purchaser’s sole and exclusive remedy for breach of this clause is, at the Supplier’s option, repair, replacement, or refund of the price paid. This clause is subject to clauses 11(h) and 13, and does not limit clause 8(g). Clause 12(e) preserves the warranty in this clause.

(d) Inspection. During the Warranty Period the Supplier may, on reasonable notice and during business hours, inspect the Goods at the Purchaser’s location, or require their return to a location it designates. Clause 11(h)(i) applies to any such return.

(e) Exclusions. No warranty under this clause covers defects caused by improper storage or handling, normal wear and tear, pests, deliberate or accidental damage, modification, or installation or use not in accordance with the Manufacturer’s published specifications, applicable industry standards, and good engineering practice.

(f) Backstop remedy. Where Goods not covered by clause 11(c) fail to conform to the applicable Manufacturer’s warranty, and the Manufacturer has not provided a remedy within ninety (90) days of the Claim Start Date, the Supplier will, at its option, repair or replace the Goods or refund the price paid for them. The Claim Start Date is: (i) where the Supplier is required to pursue the claim under clause 11(b), the date on which the Supplier submits the claim to the Manufacturer; and (ii) in every other case, the later of the date on which the Purchaser properly submits the claim to the Manufacturer and the date on which the Purchaser gives the Supplier written notice of that submission, identifying the Goods, the failure claimed and the date of submission. The Purchaser must give that notice within five (5) Business Days of submitting the claim, and must on the Supplier’s written request provide copies of its correspondence with the Manufacturer relating to the claim. A failure to give that notice within five (5) Business Days does not of itself disentitle the Purchaser to the remedy in this clause, but the ninety (90) day period does not begin until the notice is given. This clause applies only in respect of Goods for which the Warranty Period had not expired at the date the claim was submitted to the Manufacturer. Where the Supplier is reasonably satisfied, on the information available to it, that the Manufacturer is actively evaluating the claim, and the Supplier notifies the Purchaser of that fact before the end of the ninety (90) day period, that period is extended by up to a further sixty (60) days. This clause applies only where the Purchaser has given notice in accordance with clause 6(c) or 6(d). This is the Purchaser’s sole and exclusive remedy against the Supplier in respect of a failure of such Goods to conform to the applicable Manufacturer’s warranty, is subject to clauses 11(h) and 13, and does not limit clause 8(g) or clause 11(a). Clause 12(e) preserves the warranty in this clause.

(g) Repaired and replacement Goods. Goods repaired or replaced under clause 8(g), 11(c) or 11(f) are warranted for the balance of the original Warranty Period or ninety (90) days from the date of repair or replacement, whichever is longer. No repair or replacement extends the Warranty Period for any other Goods.

(h) Conditions applying to remedies. Where the Supplier repairs, replaces or refunds under clause 8(g), 11(c), 11(f) or 15(d): (i) the Purchaser must, at the Supplier’s request and cost, return the affected Goods to the Supplier or make them available for collection, in each case under the RMA process in clause 7(c); (ii) title in Goods replaced or refunded passes to the Supplier on replacement or refund; and (iii) the Purchaser assigns to the Supplier, and will do all things necessary to give effect to that assignment, all rights it has against the Manufacturer in respect of the affected Goods to the extent of the amount refunded or the value of the repair or replacement provided.

12. Disclaimer of Warranties

(a) Commercial supply only. The Goods are offered solely to purchasers acquiring them for business, industrial, or resale purposes and not as consumer goods. The Purchaser acknowledges that the Goods are not consumer products within the meaning of the Magnuson-Moss Warranty Act, 15 U.S.C. § 2301(1), that accordingly the Supplier Warranties are not written warranties within the meaning of 15 U.S.C. § 2301(6) and that Act does not apply to them, and that the Supplier supplies the Goods in reliance on that acknowledgement. Where the Goods are in fact consumer products, nothing in clause 12 or clause 13 excludes or limits any implied warranty to an extent prohibited by 15 U.S.C. § 2308, and any implied warranty is limited in duration to the Warranty Period to the extent permitted by that section.

(b) THE SUPPLIER WARRANTIES, TOGETHER WITH ANY EXPRESS WARRANTY RECORDED IN THE SPECIAL CONDITIONS AND THE SUPPLIER’S OBLIGATIONS UNDER CLAUSES 11(b) AND 15(d), ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SUPPLIER DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

(c) EXCEPT AS PROVIDED IN CLAUSE 8(g), THE SUPPLIER MAKES NO WARRANTY THAT THE GOODS CONFORM TO ANY PLAN, SPECIFICATION, DRAWING OR SAMPLE NOT EXPRESSLY INCORPORATED INTO THE SPECIAL CONDITIONS, AND MAKES NO WARRANTY AS TO THE ACCURACY OF ANY INFORMATION, SAFETY DATA SHEET, OR WARNING SUPPLIED BY A MANUFACTURER. NO STATEMENT IN A CATALOG, WEBSITE, PRICE LIST, ADVERTISEMENT, PRESENTATION OR OTHER GENERAL MARKETING MATERIAL IS AN AFFIRMATION OF FACT, PROMISE, DESCRIPTION, SAMPLE OR MODEL FORMING PART OF THE BASIS OF THE BARGAIN FOR THE PURPOSES OF UCC § 2-313, AND NO SUCH STATEMENT CREATES AN EXPRESS WARRANTY, UNLESS IT IS CONTAINED IN A DATASHEET OR RECORDED IN THE SPECIAL CONDITIONS OR THE CONFIRMATION EMAIL.

(d) THE WARRANTY AGAINST INFRINGEMENT IMPLIED BY UCC § 2-312(3) IS EXCLUDED. CLAUSE 15(d) STATES THE PURCHASER’S SOLE AND EXCLUSIVE REMEDY IN RESPECT OF ANY CLAIM THAT THE GOODS INFRINGE THE INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY.

(e) Preservation of express warranties. Nothing in this clause 12 excludes, restricts or modifies the Supplier Warranties, which are express warranties for the purposes of UCC §§ 2-313 and 2-316(1), or the Supplier’s express obligations under clause 15(d). Nothing in this clause 12 excludes or limits any liability that cannot lawfully be excluded or limited. The parties agree that clauses 12(b), 12(c), 12(d) and 13 are conspicuous for the purposes of UCC §§ 1-201(b)(10) and 2-316(2), that the Purchaser’s attention has been drawn to them by the notice at the head of this document, and that the Purchaser has had a reasonable opportunity to read them.

13. Limitation of Liability

(a) Liability cap. THE SUPPLIER’S MAXIMUM AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, UNDER STATUTE OR UNDER AN INDEMNITY, SHALL NOT EXCEED THE PRICE PAID OR PAYABLE BY THE PURCHASER FOR THE GOODS GIVING RISE TO THE CLAIM. Where the claim does not relate to identified Goods, the price paid or payable for the Goods supplied under the order to which the claim relates applies instead. This clause limits the liability of the Supplier only. For the avoidance of doubt, it does not limit: (i) the Purchaser’s obligation to pay the price, interest, storage charges, recovery costs, or any charge or reimbursement expressly payable under clause 3(d), 4(b), 6(b), 7, 9, 10, 14(i) or 18(e); (ii) any amount payable by the Purchaser under an indemnity in the Agreement; or (iii) the Supplier’s obligation to pay, refund or credit an amount under clause 3(h), 4(i), 6(a), 7(d), 7(f), 7(h), 9(d), 9(e), 10(e), 14(h) or 18(f).

(b) Consequential Loss. IN NO EVENT SHALL THE SUPPLIER BE LIABLE TO THE PURCHASER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL LOSS, REGARDLESS OF THE LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS. This clause excludes the liability of the Supplier only, and does not exclude the Purchaser’s liability for Consequential Loss suffered by the Supplier. Nothing in this clause limits the Supplier’s obligation to pay, refund or credit an amount under a clause listed in clause 13(a)(iii).

(c) Independence of this clause. THE EXCLUSIONS AND LIMITATIONS IN CLAUSES 13(a) AND 13(b) ARE SEPARATELY BARGAINED-FOR ALLOCATIONS OF RISK REFLECTED IN THE PRICE, ARE INDEPENDENT AND SEVERABLE FROM THE LIMITED AND EXCLUSIVE REMEDIES IN CLAUSES 8(g), 11 AND 15(d), AND APPLY REGARDLESS OF WHETHER ANY LIMITED OR EXCLUSIVE REMEDY IS HELD TO FAIL OF ITS ESSENTIAL PURPOSE FOR THE PURPOSES OF UCC § 2-719(2), IS HELD VOID OR UNENFORCEABLE, OR IS OTHERWISE UNAVAILABLE, AND REGARDLESS OF ANY BREACH OF THE AGREEMENT, HOWEVER FUNDAMENTAL. The Purchaser acknowledges that it has been given a reasonable opportunity to read these Standard Terms and to propose Special Conditions varying this clause 13, and that the price reflects the allocation of risk in this clause 13.

(d) Proportionate reduction. The Supplier’s liability is reduced proportionately to the extent that any loss was caused or contributed to by the Purchaser’s own act, omission, negligence, or breach of the Agreement.

(e) Mitigation. Neither party is liable for loss that the other party could have avoided by taking reasonable steps.

(f) Exceptions. Nothing in this clause 13 limits or excludes liability for: (i) fraud or fraudulent misrepresentation; or (ii) any liability that cannot be limited or excluded under applicable law. Nothing in this clause 13 other than clause 13(b) limits or excludes liability for (iii) death or personal injury caused by the Supplier’s negligence, and clause 13(b) applies to that liability to the extent permitted by UCC § 2-719(3). Apart from the exceptions in this clause, clauses 13(a) and 13(b) apply to all liability of the Supplier, including liability arising from a deliberate, intentional or willful breach of the Agreement or from willful misconduct. Nothing in this clause 13 limits the Purchaser’s obligation to pay the price.

(g) No liquidated damages. No liquidated damages, delay penalty, or service credit applies to the Supplier under the Agreement unless expressly agreed in the Special Conditions.

(h) Benefit of exclusions. Clauses 6(c), 6(d), 8, 11, 12, 13, 15(d) and 21(e) apply for the benefit of the Supplier and of each of its officers, employees, agents, and Affiliates, and the Supplier holds the benefit of those clauses in trust for each of them, and each of them may rely on those clauses as if a party to the Agreement. This clause is an exception to clause 20(f). The Supplier is responsible for the acts and omissions of its subcontractors in performing the Agreement as if they were its own.

14. Trade and Regulatory Compliance

(a) Export control and sanctions. The Purchaser will comply with all applicable export control and sanctions laws, including the Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control. The Purchaser represents that neither it nor any of its principals or owners is a restricted or denied party under any list maintained by the Bureau of Industry and Security, OFAC, or the Directorate of Defense Trade Controls. The Purchaser will not export, re-export, or transfer the Goods to any embargoed destination or restricted party. The Purchaser indemnifies the Supplier against all loss, liability, penalties, fines, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach of this clause by the Purchaser. Breach of this clause is a material breach entitling the Supplier to terminate immediately.

(b) Covered Telecommunications Equipment. To the Supplier’s knowledge, based on representations obtained from its Manufacturers, the Goods do not constitute and do not contain Covered Telecommunications Equipment. The Supplier will provide those Manufacturer representations to the Purchaser on request. The Supplier gives no representation as to equipment or services not supplied by it.

(c) Domestic content. The Supplier makes no representation that the Goods comply with the Build America, Buy America Act, the Buy American Act, the Trade Agreements Act, or any other domestic content or origin-based procurement requirement. Where the Purchaser notifies the Supplier in writing before order acceptance that Goods are intended for a project subject to such a requirement, the Supplier will advise, before accepting the order, whether it is able to provide the certification or documentation required. Any agreement by the Supplier to provide a certification, and the terms of that certification, must be recorded in the Special Conditions, and the Supplier is under no obligation to certify compliance in the absence of such a record.

(d) Country of origin. Country of origin is as advised to the Supplier by the Manufacturer, is provided on request, and may vary between production runs. The Purchaser is responsible for determining whether the Goods satisfy any origin-based eligibility requirement applicable to the Purchaser or its own customers, and the Supplier has no liability in respect of any such requirement not notified under clause 14(c). Neither party will make any representation as to the origin of the Goods that is inconsistent with the information provided under this clause.

(e) Importer of record. Except on a delivered and duty-paid sale under clause 5(d), the Purchaser is the importer of record for any shipment imported into a jurisdiction outside the United States where the Purchaser or its nominee is the consignee, and is responsible for customs clearance, classification, valuation, and payment of duties.

(f) Anti-corruption. Each party will comply with all applicable anti-bribery and anti-corruption laws, including the Foreign Corrupt Practices Act, and will not offer, give, or receive any bribe, facilitation payment, or other improper advantage in connection with the Agreement. Each party indemnifies the other against all loss, liability, penalties, fines, costs and expenses (including reasonable attorneys’ fees) arising out of or in connection with any breach of this clause by it. Breach of this clause is a material breach entitling the other party to terminate immediately under clause 18(b).

(g) Chemical content and product compliance. The Supplier makes no representation as to compliance of the Goods with California Proposition 65, RoHS, REACH, state or federal PFAS restrictions, or any similar chemical content or labeling regime, beyond passing on the representations and warning materials provided to it by the Manufacturer, which it will supply on request. The Purchaser is responsible for determining the requirements applicable to its own use and onward supply of the Goods, and for applying any warning label required in the jurisdiction of resale or installation. The Purchaser will indemnify the Supplier against all loss, liability, claims, penalties, costs and expenses (including reasonable attorneys’ fees) arising from the Purchaser’s failure to apply any warning or label so required.

(h) Safety incidents and recall. The Purchaser must notify the Supplier in writing immediately, and in any event within two (2) Business Days, of becoming aware of any death, serious injury or illness, property damage, or safety defect associated with the Goods, or of any recall, field notice or regulatory inquiry affecting them, including, where that Act applies to the Goods, any matter that may require a report under section 15(b) of the Consumer Product Safety Act. The Purchaser must maintain records sufficient to identify, by batch, drum or serial number, each person to whom it has resold Goods and the location at which they were installed, and must retain those records for five (5) years from resale. Where the Supplier notifies the Purchaser of a recall or corrective action, the Purchaser must immediately cease supply and use of the affected Goods, pass the notice on to each person to whom it resold them, and provide all reasonable assistance the Supplier requires. The Supplier will reimburse the Purchaser’s reasonable direct costs of notification, retrieval and record-keeping in complying with this clause where the recall arises from a defect in the Goods as supplied. That reimbursement does not extend to removal, de-installation, reinstallation, replacement, make-good, or any Consequential Loss, and, apart from it, the Purchaser has no claim against the Supplier in respect of a recall or corrective action. This clause is subject to clause 12 and, except as clause 13(a)(iii) provides, to clause 13.

(i) Audit of records. Not more than once in any twelve (12) month period, and on not less than ten (10) Business Days’ written notice, the Supplier may audit the Purchaser’s records for the sole purpose of verifying compliance with clause 14(h) and clause 4(f). The audit is limited to those records, must be conducted during business hours in a manner that does not unreasonably disrupt the Purchaser’s business, and is subject to clause 16. The Supplier bears its own costs and the Purchaser’s reasonable costs of complying, unless the audit discloses material non-compliance, in which case the Purchaser must reimburse the Supplier’s reasonable costs of the audit. Where records produced under clause 14(h) or this clause contain personal information, each party will handle that information in accordance with applicable privacy and data protection law, the Purchaser will retain and destroy it securely, and the Supplier will use it only for the purposes of the relevant recall, corrective action or safety investigation.

(j) Packaging and waste. The Purchaser must return reusable drums and reels in accordance with clause 7(f). Where a drum, reel or other packaging is identified by the Supplier as non-returnable, or is not returned within the period in clause 7(f), the Purchaser is responsible for its lawful reuse, recycling or disposal, and for the lawful disposal of all other packaging, offcuts and waste arising from its use or installation of the Goods.

15. Intellectual Property and Trademarks

(a) License. Ownership of all intellectual property in the Goods, specifications, and documentation remains with the Supplier or the relevant Manufacturer. The Supplier grants the Purchaser a limited, royalty-free, non-exclusive license to use that intellectual property for the use, maintenance, resale, and marketing of the Goods, and, to the extent the Supplier is able to grant that right, to reproduce the applicable Datasheets unaltered for the purpose of reselling the Goods. That license may be sub-licensed through the Purchaser’s distribution chain to any subsequent purchaser or end user of the Goods, and is irrevocable in respect of Goods supplied before termination.

(b) Except as expressly agreed in the Special Conditions, the Purchaser must not alter, remove, obscure, or add to any trademark, brand, or marking on the Goods, and must not apply any other trademark or trade name to the Goods.

(c) The Purchaser must notify the Supplier immediately on becoming aware of any actual or potential infringement of the Supplier’s trademarks.

(d) Infringement claims. If a third party alleges that standard, non-customized Goods infringe any patent, copyright, trademark, trade secret, mask work, or other intellectual property right, the Purchaser must notify the Supplier immediately. The Supplier’s liability is limited, at its option, to obtaining the right to continued use, replacing or modifying the Goods so that they are non-infringing, or refunding the price paid, and this is the Purchaser’s sole and exclusive remedy. No remedy is available to the extent the claim arises from customization, from compliance with the Purchaser’s specifications, from the Purchaser’s marketing, from modification of the Goods after delivery, or from combination of the Goods with third-party products where the claim would not have arisen from the Goods alone. This clause is subject to clauses 11(h) and 13.

(e) Where Goods are manufactured to the Purchaser’s specifications, the Purchaser will indemnify and hold the Supplier harmless against all loss, liability, damage, claims, penalties, costs and expenses (including reasonable attorneys’ fees) in respect of intellectual property infringement arising from those specifications.

(f) Manufacturer indemnities. The Supplier does not design the Goods, and does not manufacture them except as stated in clause 11(c). The Supplier assigns and passes through to the Purchaser, to the extent assignable, the benefit of any intellectual property indemnity given to the Supplier by the Manufacturer in respect of the Goods, and will provide the substance of its terms on request, which it may provide by way of a statement issued by the Supplier or in redacted form. Where such an indemnity is not assignable, the Supplier will, at the Purchaser’s written request and cost, pursue the indemnity claim against the Manufacturer on the Purchaser’s behalf and account to the Purchaser for the proceeds. The Supplier gives no independent indemnity in respect of any third-party intellectual property claim, and clause 15(d) states the Purchaser’s sole and exclusive remedy against the Supplier in respect of any such claim.

(g) Firmware and embedded software. Where Goods contain firmware or embedded software, that firmware or software is licensed and not sold. The Supplier grants the Purchaser a non-exclusive license, non-transferable except on an assignment permitted under clause 20(a), to use it solely as embedded in the Goods and for the purpose of operating the Goods, and that license may be sub-licensed through the Purchaser’s distribution chain to any subsequent purchaser or end user of the Goods. The Purchaser must not reverse engineer, decompile, disassemble, modify or create derivative works of that firmware or software except to the extent that restriction is prohibited by law. Open source components are licensed under their own terms, which prevail over this clause to the extent of any inconsistency, and the Supplier will identify those components on request. Where Goods are coded or keyed for compatibility with particular host equipment, the coding is as stated in the applicable Datasheet or the Confirmation Email, and the Purchaser is responsible for confirming compatibility with its own equipment before ordering.

16. Confidentiality

(a) Each party (the Receiving Party) must keep confidential all specifications, drawings, pricing, forecasts, and technical or commercial information disclosed to it by the other party (the Disclosing Party), must use it only for the purposes of the Agreement, and must not disclose it without the Disclosing Party’s prior written consent, except to its employees, professional advisers, insurers, financiers, and Affiliates who need to know it and are bound by equivalent obligations, and, in the case of the Supplier, to Manufacturers, testing houses, credit reporting agencies, credit insurers, collection agencies, and logistics and customs providers, in each case to the extent necessary to perform the Agreement or exercise its rights and where bound by equivalent obligations.

(b) This clause does not apply to information that: (i) is or becomes public other than through breach of this clause; (ii) was lawfully known to the Receiving Party without restriction before disclosure; (iii) is received from a third party without restriction; (iv) is independently developed without use of the Disclosing Party’s information; or (v) the Receiving Party is required to disclose by law or by a regulatory or judicial authority, provided it gives the Disclosing Party prompt notice where lawful to do so.

(c) On termination or on the Disclosing Party’s written request, the Receiving Party will return or destroy the Disclosing Party’s confidential information, except for copies retained in routine backup systems, retained as required by law, or retained by the Purchaser as required by clause 14(h).

(d) The obligations in this clause continue for five (5) years after termination or expiry, and indefinitely in respect of any information that constitutes a trade secret under the Defend Trade Secrets Act, 18 U.S.C. § 1836, or applicable state law.

(e) Publicity and references. Despite clause 16(a), the Supplier may identify the Purchaser as a customer of the Supplier by name and logo in its customer lists, on its website, and in tender, pre-qualification and capability submissions, and may state in general terms the nature of the Goods supplied. In doing so the Supplier must not disclose the price or volume of any supply, any network design, route or site location information, or any other confidential information of the Purchaser. Any case study, media release, award submission, or customer testimonial requires the Purchaser’s prior written consent, which must not be unreasonably withheld or delayed. The Purchaser may withdraw the right conferred by the first sentence of this clause at any time by written notice, in which case the Supplier will cease the relevant use within thirty (30) days, other than in material already printed or distributed and in archived material. Neither party may otherwise use the other party’s name, logo or trademarks without prior written consent.

17. Force Majeure

(a) Neither party is liable for any failure or delay in performance, other than an obligation to pay money, due to causes beyond its reasonable control. An event is a cause beyond a party’s reasonable control for the purposes of this clause only where the event, or its effect on the affected party, was beyond that party’s reasonable control and could not have been avoided or overcome by the exercise of reasonable diligence, whether or not the general possibility of an event of that kind was foreseeable. That requirement applies to every event listed in this clause. Subject to that requirement, causes beyond a party’s reasonable control include acts of God, fire, flood, storm, hurricane, war, terrorism, riot, civil commotion, embargo, strikes and labor disputes, epidemic or pandemic, cyber attack, plant or mechanical breakdown, carrier failure, supply chain disruption, upstream supplier or component shortages, and governmental action prohibiting or preventing performance. A change in tariffs or duties is not a force majeure event and is dealt with under clause 9(d).

(b) The affected party must notify the other party promptly, and in any event within ten (10) Business Days of the event first preventing or delaying its performance, and must use reasonable efforts to mitigate the effect of the event. The affected party’s time for performance is extended for the duration of the event.

(c) Termination for prolonged force majeure. (i) Where the Supplier is the affected party and the event continues for more than sixty (60) days, the Supplier may terminate the affected order, or so much of it as is affected by the event, on written notice. (ii) Where the event continues for more than one hundred and eighty (180) days, either party may terminate the affected order, or so much of it as is affected by the event, on written notice. (iii) On termination under this clause the Purchaser must pay for Goods already delivered, for all work performed on cut cable, custom or made-to-order Goods, and for all costs incurred and irrevocable commitments made by the Supplier in respect of undelivered cut cable, custom or made-to-order Goods and NCNR Goods. (iv) Where the Purchaser pays an amount under paragraph (iii) in respect of Goods that are complete or partly complete, or in respect of raw materials or work in progress, the Supplier must at the Purchaser’s cost and direction deliver those Goods, materials and work in progress to the Purchaser, and title in them passes to the Purchaser on payment in full and in cleared funds of that amount. (v) Clause 18(f) applies to any amount prepaid in respect of Goods not delivered. (vi) Termination by the Supplier under paragraph (i) does not entitle the Supplier to any amount in respect of the terminated order other than as provided in paragraph (iii), and does not of itself constitute a breach of the Agreement by the Supplier.

(d) Allocation. Where the Supplier’s capacity to perform is affected by an event to which this clause applies, or by a failure of presupposed conditions within the meaning of UCC § 2-615, the Supplier may allocate production and deliveries among its customers, and may include regular customers not then under contract and its own requirements, in any manner that is fair and reasonable, and will notify the Purchaser of the estimated quota made available in accordance with UCC § 2-615(c). The Purchaser’s rights on receiving such a notice are those given by UCC § 2-616.

18. Termination

(a) For convenience. Either party may terminate any Continuing Supply Arrangement on thirty (30) days’ written notice, except that the Supplier’s rights under clauses 3(a) and 3(e) are not subject to this clause. Termination under this clause does not affect any order already accepted by the Supplier, which continues to be governed by the Agreement and may be canceled only in accordance with clause 7(e).

(b) For cause. A party may terminate the Agreement, or any order under it, immediately by written notice if the other party: (i) suffers an Insolvency Event; (ii) commits a material breach that is not capable of remedy, other than a failure to pay an amount disputed by the Purchaser in good faith under clause 10(e); (iii) commits a material breach that is capable of remedy, other than such a disputed failure to pay, and does not remedy it within ten (10) Business Days of written notice; or (iv) breaches clause 14(f).

(c) Supplier’s additional rights. The Supplier may terminate the Agreement, or any order under it, immediately by written notice if the Purchaser: (i) fails to make any payment when due (other than an amount disputed by the Purchaser in good faith under clause 10(e)) and does not remedy that failure within ten (10) Business Days of written notice; (ii) breaches clause 14(a); (iii) fails to provide adequate assurance of due performance when required under clause 3(e); or (iv) commits a material breach of the Supplier’s, or of a Manufacturer’s, intellectual property rights in or in connection with the Goods, and does not remedy that breach within five (5) Business Days of written notice where it is capable of remedy.

(d) Bankruptcy. The Purchaser acknowledges that, where a case under Title 11 of the United States Code is commenced by or against the Purchaser, the exercise of a right under clause 4(i), clause 18(b)(i) or clause 18(e), and the operation of paragraph (b) of the definition of Event of Default, may be stayed by 11 U.S.C. § 362 or rendered unenforceable by 11 U.S.C. § 365(e)(1) or § 541(c)(1)(B). To the extent of any such stay or restriction, that right is suspended and not extinguished, and revives to the fullest extent the law allows. Nothing in this clause limits the Supplier’s rights under clause 3(e), clause 4(j), or its rights as a secured party under Article 9, or its right to seek relief from stay.

(e) Consequences of termination by the Supplier. On termination by the Supplier under clause 18(b) or 18(c), or on the occurrence of an Event of Default: (i) all amounts owing by the Purchaser to the Supplier on any account become immediately due and payable, whether or not previously due; and (ii) the Purchaser must pay the Supplier for all Goods delivered, for all work performed on cut cable, custom or made-to-order Goods, and for all costs incurred and irrevocable commitments made in respect of undelivered Goods. Where the Purchaser pays an amount under paragraph (ii) in respect of Goods that are complete or partly complete, or in respect of raw materials or work in progress, the Supplier will at the Purchaser’s cost and direction deliver those Goods, materials and work in progress to the Purchaser, and title in them passes to the Purchaser on payment in full and in cleared funds of that amount.

(f) Consequences of termination by the Purchaser, and refunds. On termination by the Purchaser under clause 18(b), the Purchaser must pay the Supplier for all Goods delivered and accepted, and the Supplier must refund any amount prepaid by the Purchaser in respect of Goods not delivered. Where an order or the Agreement is terminated or canceled otherwise than by reason of an Event of Default or the Purchaser’s breach, the Supplier will refund any amount prepaid by the Purchaser in respect of Goods not delivered, less any amount the Purchaser is required to pay under clause 7(e) or 17(c).

(g) Termination does not affect any accrued right or liability of either party.

19. Amendments and Version Control

(a) The Supplier may vary these Standard Terms by giving at least thirty (30) days’ written notice, including to reflect changes in law, in the Goods, or in the Supplier’s operations. Notice is given by publishing the varied Standard Terms on the Supplier’s website and, where the Purchaser has an open order or an approved credit account, by notice under clause 20(b).

(b) Version governing an order. Varied terms take effect at the end of the notice period and apply only to orders accepted on or after that date. Orders already accepted continue to be governed by the version of these Standard Terms in force when they were accepted. This clause determines the version of these Standard Terms governing an order, and prevails over any inconsistent statement in a Confirmation Email despite clause 1.2(b). Each version of these Standard Terms is identified by the version number and date stated at the head of this document, and the Supplier will provide a copy of any earlier version on request.

(c) Continued ordering after the varied terms take effect constitutes acceptance of them. If the Purchaser does not accept the varied terms, it may by written notice given before the varied terms take effect terminate any Continuing Supply Arrangement without charge, and in any event is not bound by the varied terms in respect of any order accepted before they take effect.

20. General

(a) Assignment. The Purchaser may not assign, delegate or subcontract the Agreement or any right or obligation under it without the Supplier’s prior written consent, which will not be unreasonably withheld, and any purported assignment in breach of this clause is void. The Supplier may assign or subcontract the Agreement or any part of it, provided that the assignment does not materially and detrimentally affect the Purchaser’s rights under the Agreement and the assignee assumes the Supplier’s obligations under it. The Supplier may assign its right to payment, and any security interest securing it, without restriction.

(b) Notices. Notices must be in writing and sent to the Purchaser at the address or email address specified in the Confirmation Email or credit application, and to the Supplier by email to legal@scalefibre.com or by prepaid mail to ScaleFibre USA Inc., 30 N Gould St Ste 62154, Sheridan, WY 82801, United States, in each case marked for the attention of Legal. Either party may change its address or email address for notices by written notice to the other taking effect five (5) Business Days after receipt, and a notice sent to the last address notified is effectively given. Notice sent by email is received when it becomes capable of being retrieved at that address, or on the next Business Day if that time is outside business hours. Notice delivered by hand is received on delivery, and notice sent by prepaid mail is received on the third Business Day after mailing.

(c) Severability. If any provision of the Agreement is held invalid or unenforceable, it is read down or modified to the minimum extent necessary to make it valid and enforceable or, if it cannot be read down, is severed, and the remaining provisions continue in full force. If clause 13(a) or 13(b) is held unenforceable in whole or in part, the other continues to apply according to its terms.

(d) Waiver. No failure or delay in exercising a right operates as a waiver, and no single or partial exercise precludes further exercise. A waiver is effective only if in writing and signed by the party granting it.

(e) Survival. Clauses 1, 2(f), 2(g), 2(h), 2(i), 3(d), 3(f), 3(h), 4, 5(c), 5(d), 5(e), 6(a), 6(c), 6(d), 6(e), 6(f), 6(h), 7(c), 7(d), 7(e), 7(f), 7(g), 7(j), 8, 9, 10, 11, 12, 13, 14, 15, 16, 17(c), 18(d), 18(e), 18(f), 18(g), 19(b), 20 and 21 survive termination or expiry. A clause that survives does so only in respect of Goods supplied, orders accepted and rights accrued before termination or expiry, and does not oblige either party to accept or place any further order.

(f) No third-party beneficiaries. The Agreement confers no right on any person other than the parties, except that clauses 13(h), 15(a) and 15(g) operate according to their terms in favor of each person, and each member of a class of persons, identified in them. The parties may amend or terminate the Agreement without the consent of any such person.

(g) Relationship. Nothing in the Agreement creates any partnership, joint venture, agency, or employment relationship. Manufacturers are not agents, subcontractors, or representatives of the Supplier.

(h) Counterparts and electronic signature. The Agreement may be executed in counterparts and by electronic signature, and the parties consent to the use of electronic records and signatures for the purposes of the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. § 7001, and any applicable version of the Uniform Electronic Transactions Act.

(i) Further assurance. Each party will do all things reasonably necessary to give full effect to the Agreement.

(j) Joint and several. Where the Purchaser comprises more than one person, each is bound jointly and severally.

(k) Indemnities. Each indemnity in the Agreement is a continuing obligation, independent of the other obligations of the parties, and survives termination. The indemnified party need not incur expense or make payment before enforcing an indemnity. Where an indemnity relates to a claim by a third party, the indemnified party will notify the indemnifying party promptly on becoming aware of the claim, and will provide such assistance and access to documents as the indemnifying party reasonably requires at the indemnifying party’s cost. The indemnified party retains conduct of the defense and settlement of the claim and may settle it acting reasonably, provided it consults the indemnifying party before doing so and, where the indemnifying party has accepted liability under the indemnity in writing and is not in default, obtains that party’s consent, which must not be unreasonably withheld or delayed. Failure to comply with this clause reduces the indemnifying party’s liability only to the extent it is actually prejudiced by that failure. The indemnities in the Agreement are those given by the Purchaser in clauses 2(g), 3(d), 3(h), 4(e), 4(i), 4(l), 8(d), 8(e), 14(a), 14(f), 14(g) and 15(e), and that given by the Supplier in clause 14(f). This list is included for convenience only and does not create, extend or limit any indemnity.

(l) Trustees. The Purchaser must notify the Supplier in writing before placing an order if it enters the Agreement as trustee of any trust. A Purchaser that is a trustee is bound both personally and in its capacity as trustee, and warrants that it has power under the trust instrument to enter the Agreement and a full right of indemnity out of the assets of the trust in respect of its obligations under it.

21. Governing Law, Jurisdiction and Limitation of Actions

(a) Governing law. The Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles. The parties acknowledge that they have chosen Delaware law for the certainty and development of its commercial jurisprudence, and that where the Agreement is a contract to which 6 Del. C. § 2708 applies, that section conclusively establishes that the Agreement bears a substantial relationship to Delaware. Where 6 Del. C. § 2708 does not apply, the parties nonetheless intend Delaware law to govern to the fullest extent permitted by the conflict of laws rules of the forum. This clause does not displace any provision of the Uniform Commercial Code of another jurisdiction that governs perfection, the effect of perfection or non-perfection, or priority under UCC §§ 9-301 to 9-307.

(b) Jurisdiction. The parties irrevocably submit to the exclusive jurisdiction of the Superior Court of the State of Delaware in and for New Castle County (including its Complex Commercial Litigation Division), the Court of Chancery of the State of Delaware where it has subject matter jurisdiction, and the United States District Court for the District of Delaware where it has subject matter jurisdiction, and waive any objection to venue or on the ground of forum non conveniens. If a Delaware court declines to exercise jurisdiction over a dispute, or the submission in this clause is held unenforceable in respect of it, the parties submit to the non-exclusive jurisdiction of any state or federal court of competent jurisdiction in which the Supplier has its principal place of business or in which the Purchaser is located.

(c) Collection and enforcement. Notwithstanding clause 21(b), the Supplier may bring proceedings for the recovery of amounts owing, or for the enforcement of its security interest or lien under clause 3(h) or clause 4, in any court of competent jurisdiction where the Purchaser is located or where the Goods are located.

(d) Jury trial waiver. EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT. If this waiver is held unenforceable in any forum, the remainder of this clause 21 continues to apply.

(e) Limitation of actions. No action by either party arising out of or relating to the Agreement may be commenced more than one (1) year after the cause of action accrues, as permitted by UCC § 2-725(1), except that an action for breach of a Supplier Warranty may be commenced within one (1) year after expiry of the Warranty Period, and an action under clause 15(d) may be commenced within one (1) year after the Purchaser notifies the Supplier of the relevant allegation. Nothing in the Agreement extends any warranty to the future performance of the Goods for the purposes of UCC § 2-725(2). This clause does not apply to an action by either party for the recovery of any amount owing to it, or for the enforcement of a security interest or lien granted under clause 3(h) or clause 4. An action under any indemnity in the Agreement must be commenced within one (1) year after the indemnified party has discharged the liability to which the indemnity relates. This clause does not apply to a claim for death or personal injury, or to any claim that cannot lawfully be barred by agreement.

(f) International conventions excluded. The United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods do not apply to the Agreement.

(g) Service of process. Each party consents to service of process in any proceeding by the means of giving notice in clause 20(b), which is effective service to the extent permitted by the rules of the court concerned, and this clause does not limit any other lawful means of service.

(h) Dispute escalation. Before commencing proceedings, a party must give written notice of the dispute and the parties must procure that a senior representative of each meets, in person or by video conference, within fifteen (15) Business Days of that notice to attempt to resolve it in good faith. This clause does not prevent either party from seeking injunctive or other equitable relief, and does not apply to proceedings under clause 21(c). Compliance with this clause is not a condition precedent to commencing proceedings where proceedings must be commenced to preserve a claim within a period in clause 21(e), and a failure to comply with this clause does not bar or invalidate proceedings so commenced. This clause does not suspend the running of any period in clause 21(e).

If you have questions, contact us:

Legal Inquiries Email: legal@scalefibre.com Telephone: +1 (469) 663-4785

ScaleFibre USA Inc. 30 N Gould St Ste 62154 Sheridan, WY 82801 United States

Terms and Conditions of Sale – ScaleFibre USA Inc.

1. Definitions and Interpretation

1.1 Definitions

1.2 Interpretation

2. Contractual Framework and Quotations

3. Credit, Guarantees and Security for Payment

4. Security Interest (UCC Article 9)

5. Title, Risk of Loss and Shipping Terms

6. Delivery, Storage, Inspection and Acceptance

7. Returns, Cancellation and Change Orders

8. Technical Data, Tolerances and Specifications

9. Pricing, Taxes, Duties and Adjustments

10. Payment

11. Warranty

12. Disclaimer of Warranties

13. Limitation of Liability

14. Trade and Regulatory Compliance

15. Intellectual Property and Trademarks

16. Confidentiality

17. Force Majeure

18. Termination

19. Amendments and Version Control

20. General

21. Governing Law, Jurisdiction and Limitation of Actions

Information

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Terms and Conditions of Sale – ScaleFibre USA Inc.

1. Definitions and Interpretation

1.1 Definitions

1.2 Interpretation

2. Contractual Framework and Quotations

3. Credit, Guarantees and Security for Payment

4. Security Interest (UCC Article 9)

5. Title, Risk of Loss and Shipping Terms

6. Delivery, Storage, Inspection and Acceptance

7. Returns, Cancellation and Change Orders

8. Technical Data, Tolerances and Specifications

9. Pricing, Taxes, Duties and Adjustments

10. Payment

11. Warranty

12. Disclaimer of Warranties

13. Limitation of Liability

14. Trade and Regulatory Compliance

15. Intellectual Property and Trademarks

16. Confidentiality

17. Force Majeure

18. Termination

19. Amendments and Version Control

20. General

21. Governing Law, Jurisdiction and Limitation of Actions

ScaleFibre Announces OFNR and FT4 Rated SmartRIBBON™ Cables

ScaleFibre Launches Plenum-Rated SlimCORE™ Indoor Fiber Cables

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