lightform solutions LLC

Terms & Conditions for capital equipment and software

# Terms and Conditions for Purchase of Capital Equipment

These Terms and Conditions ("Terms") apply to all purchase orders ("Order" or "PO") issued by Buyer for capital equipment and govern the relationship between Buyer and the vendor/seller ("Seller") named on the Order. By accepting this Order, Seller agrees to be bound by these Terms.

## 1. Acceptance of Order

This Order is Buyer's offer to purchase the equipment described herein, subject to these Terms. Seller's acceptance is expressly limited to these Terms. Any acknowledgment, invoice, or other document issued by Seller containing additional or different terms shall not modify this Order unless expressly agreed to in writing by Buyer. Seller's shipment of any part of the equipment, or commencement of any work, constitutes acceptance of this Order and these Terms.

## 2. Pricing and Payment

Pricing is as stated on the Order and includes all costs unless otherwise specified (e.g., freight, installation, taxes). Payment terms are as specified on the Order (see Purchase Terms field). Buyer shall have no obligation to pay for equipment that does not conform to the Order, is defective, or is delivered later than the agreed delivery date, until such nonconformity is cured.

## 3. Delivery

Time is of the essence. Seller shall deliver the equipment on or before the delivery date stated on the Order, to the location specified. Seller shall promptly notify Buyer of any anticipated delay. Buyer reserves the right to cancel the Order, in whole or in part, without liability, if delivery is not made as scheduled.

## 4. Risk of Loss and Title

Risk of loss shall remain with Seller until the equipment is delivered to and accepted by Buyer at the delivery location specified on the Order. Title to the equipment shall pass to Buyer upon Buyer's acceptance, free and clear of all liens, security interests, and encumbrances.

## 5. Inspection and Acceptance

All equipment is subject to Buyer's inspection and testing following delivery and, where applicable, installation and commissioning. Buyer may reject any equipment that fails to conform to the Order's specifications, applicable industry standards, or Seller's representations. Rejected equipment will be returned to Seller at Seller's risk and expense, and Seller shall promptly replace or repair the equipment, or refund amounts paid, at Buyer's option.

## 6. Warranties

Seller warrants that the equipment: (a) is new, unused, and free from defects in material, design, and workmanship; (b) conforms to the specifications, drawings, and descriptions referenced in the Order; (c) is fit for its intended purpose and any purpose made known to Seller; (d) is free and clear of all liens and encumbrances; and (e) complies with all applicable federal, state, and local laws, codes, and regulations. This warranty shall survive delivery, inspection, acceptance, and payment, and shall remain in effect for the longer of (i) one (1) year from the date of acceptance, or (ii) the manufacturer's standard warranty period. This warranty is in addition to, and not in lieu of, any other warranties provided by law or by the manufacturer.

## 7. Installation and Training

If installation, commissioning, or training services are included in the Order, Seller shall perform such services in a professional and workmanlike manner, at times reasonably scheduled with Buyer, and in accordance with all applicable safety standards.

## 8. Compliance with Laws

Seller shall comply with all applicable laws, regulations, and industry standards in the manufacture, sale, and delivery of the equipment, including but not limited to workplace safety, environmental, export control, and product safety requirements.

## 9. Indemnification

Seller shall indemnify, defend, and hold harmless Buyer, its officers, employees, and agents from and against any and all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any breach of these Terms or the Order by Seller; (b) any defect in the equipment; (c) any infringement of intellectual property rights; or (d) any negligent or wrongful act or omission of Seller, its employees, agents, or subcontractors.

## 10. Insurance

Seller shall maintain commercial general liability insurance, and any other insurance reasonably required for the nature of the equipment and services, in amounts sufficient to cover its obligations under these Terms, and shall provide certificates of insurance to Buyer upon request.

## 11. Confidentiality

Seller shall treat all specifications, drawings, pricing, and other information provided by Buyer in connection with the Order as confidential and shall not disclose such information to third parties without Buyer's prior written consent.

## 12. Force Majeure

Neither party shall be liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disaster, war, government action, or labor disputes, provided the affected party gives prompt notice and uses reasonable efforts to mitigate the delay.

## 13. Cancellation and Termination

Buyer may cancel the Order, in whole or in part, at any time prior to delivery, upon written notice to Seller. In the event of cancellation for Buyer's convenience, Buyer's liability shall be limited to Seller's reasonable, documented, and unrecoverable direct costs incurred prior to notice of cancellation. Buyer may terminate the Order immediately, without liability, in the event of Seller's breach of these Terms, insolvency, or failure to meet delivery schedules.

## 14. Limitation of Liability

Except for Seller's indemnification obligations, breach of warranty, or willful misconduct, neither party shall be liable to the other for indirect, incidental, consequential, or punitive damages arising out of the Order.

## 15. Assignment

Neither party may assign the Order or these Terms without the prior written consent of the other party, except that Buyer may assign the Order to an affiliate or successor entity without consent.

## 16. Governing Law

These Terms and any Order issued hereunder shall be governed by and construed in accordance with the laws of Washington, without regard to its conflict of laws principles.

## 17. Entire Agreement

These Terms, together with the Order and any documents referenced or attached thereto, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, understandings, and communications, whether written or oral.

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