1. ACCEPTANCE: Acceptance of this order is clearly limited to those terms and conditions shown on this purchase order, any others are rejected except for those explicitly accepted by EI Microcircuits in writing.

 

2. DELIVERY, PRICE, AND ADVANCE COMMITMENTS: Seller shall place all orders for the scheduled deliveries of materials and parts necessary for its performance under this order at such times as will enable Seller to meet, the schedule of deliveries set forth herein. Buyer shall not be liable for any changes to costs arising out of commitments by Seller for the acquisition of said materials and parts, or for work performed unless Buyer has given its prior written consent to such advance commitments of work. Items received more than 15 days before schedule or 2 weeks later than the time specified for delivery may at Buyer. option, be returned at Seller’s expense, or be accepted and payment be based upon schedule delivery dates. Deliveries more than 15 days before schedule may be accepted with written confirmation from Buyer. Buyer reserves the right at any time, by written notice to Seller, to change the delivery schedules, or to direct temporary suspension of scheduled shipments, with mutually agreed to costs based on actual and direct financial impact cost to the Seller when delivery delays or production suspension extend beyond 6 month of latest delivery date on the Order. Seller shall promptly notify Buyer, in writing, of any anticipated or actual delay, the reasons therefore and the actions being taken by Seller to overcome or minimize delay. If Seller fails to meet Buyer’s delivery schedule for any reason other than Force Majeure, and if requested by Buyer, Seller shall at Seller's expense, ship via expedite routing to avoid or minimize the delay to the maximum extent possible.

 

3. PAYMENT: Invoices shall be submitted to Buyer Accounts Payable after items are shipped. The time for payment of Seller’s invoices shall commence with date of actual receipt of items in complete accordance with the requirements of this order. Any adjustments in Seller’s invoices due to shortage, late delivery, rejection or other failures to comply with the requirements of this order may be made by Buyer before payment. Unless otherwise specified on the order, net payment will be made in 30 days.

 

4. TITLE/RISK OF LOSS. Title to the Products shall pass upon delivery to Buyer, or to a common carrier appointed by Buyer, at the F.O.B. point. Seller shall bear all risk of loss on Products covered by this Order until final acceptance of the products at the F.O.B. point specified on the face of this Order.

 

5. WARRANTY AND INSPECTION: Seller expressly warrants that at the time of delivery thereof all items delivered hereunder will be in conformity with the applicable specifications, drawings and samples, that they will be free from defects, including latent defects, which warranty shall survive inspection, delivery, and payment (In material and workmanship and they will be fit for their intended use.) Said warranties, however, shall not be deemed to limit any warranties of additional scope given to Buyer by Seller. Unless otherwise specified all items will be subject to final inspection and acceptance at Buyer’s plant. Buyer may, at its option, either hold rejected items for Seller’s instructions and at Seller’s risk, or return them to Seller at Seller’s expense and Seller shall promptly reimburse Buyer for any and all damages sustained by Buyer as a result of Seller’s breach of warranty. No replacement of rejected items shall be made unless otherwise specified on Buyer’s returned material order. Inspection and tests may be made by Buyer. at any time before, during, or after manufacture. All goods not fully complying with specifications or with commercial tolerances in the absence of other specifications will be subject to return for credit or replacement at our option.  

 

6. PACKING/SHIPPING/LABELING. Seller shall provide adequate protective packing to prevent damage and deterioration of the Products, and comply with carrier tariffs, at no additional charge to Buyer. Shipments shall be made in accordance with Buyer's specific shipping instructions. Seller shall enclose a packing slip with each shipment, and all packages/ documentation shall reference, or be marked with, Buyer's Order number. When more than one package is shipped, Seller shall identify the package containing the packing slip. Sellers are required to apply a label to all shipping containers with the following information: 1) Seller Name; 2) Part Number; 3) Order Number; 4) Total Shipment Quantity; 5) For multiple box shipments, state box number and total number of boxes (Box 1 of 3, Box 2 of 3, etc.); 7) For multiple box shipments, state quantity in each box relative to total (e.g.: Qty = 25 of 100). For readability the label shall be 3" x 5" minimum, with Font size 18 or higher. Supplier will take all reasonable steps to minimize custom shipping and duty costs.

 

7. PRICE. Unless otherwise indicated on the face of the Order, the price(s) set forth herein shall be firm prices. 

 

8. AUDIT AND INSPECTION. Buyer, Customer, and/or pertinent government agencies may perform on-site audits or inspections related to Seller’s performance hereunder at Seller's plant, including, but not limited to, audit or inspection of Seller’s facilities, systems, equipment, testing, data, personnel, all work-in-process and completed Products manufactured.

 

9. CHANGES

(a) RAD ENGINEERING CO. INITIATED CHANGES. Buyer reserves the right at any time to make changes in specifications, drawings, delivery, schedules, material used, or work covered by this Order. If any such changes cause an increase or decrease in the cost of, or the time required for performance of this Order, an equitable adjustment shall be made in the contract price, or delivery schedule, or both, and the contract shall be modified accordingly in writing. Changes to the Product price will be limited to direct costs solely attributed to the out of scope changes and Seller shall provide documented evidence substantiating such cost, which Buyer shall have the right to audit. Buyer's employees have no authority to direct or approve any change, except by a change order, in writing, signed by Buyer's authorized representatives. Any claim by Seller for equitable adjustment under this clause must be submitted, in writing, to Buyer's authorized representative within thirty (30) days from the date notice of any such change is received by Seller. Nothing in this clause shall relieve Seller from proceeding, without delay, in the performance of this Order as changed.

(b) SELLER INITIATED CHANGES-RAD ENGINEERING CO. DESIGN. When the Seller is manufacturing to Buyer design, no deviation from the drawing and/or specification shall be made unless specifically authorized by Buyer Engineering and a duly authorized Buyer Purchasing representative and specified in writing on the relevant Order and/or contract. If the Seller wishes to propose a design change to a Buyer design, it shall be submitted in writing. In no event shall the Seller implement a change without Buyer’s express written authorization.

(c) SELLER INITIATED CHANGES-SELLER DESIGN. When design is the Seller’s responsibility, but that design requires Buyer approval prior to qualification and/or production, no change shall be made to the Product, its specification, detail drawings, or manufacturing processes at any level without written approval of Buyer. Seller shall inform Buyer in writing of any and all proposed changes to the Product, processes and/or tools used to make the Product, or drawings defining the Product, prior to implementing a change. This applies for both Class I changes (changes affecting form, fit, function, qualification documentation, top assembly drawings, and/or CMMs) and Class II changes (changes not affecting form, fit, function, qualification documentation, top assembly drawings, and/or CMMs). For all proposed changes, Seller shall provide all affected detail drawings, and an engineering analysis supporting the classification and impact of the change in a format acceptable by Buyer. If Buyer disagrees with implementing a change or its classification, Buyer shall inform Seller within thirty (30) days of Seller’s submittal. Seller shall not implement the change without prior Buyer written approval. If such approval is granted, all part numbers and the originals of all drawings and data shall be revised accordingly. All changes initiated by Seller shall be free of charge.

 

10. PATENT INDEMNITY. Seller agrees to indemnify, defend, and hold Buyer and Customers harmless from all claims, suits, actions, proceedings, awards, liabilities, damages, costs and expenses, including attorneys' fees, related to the actual or alleged infringement of any and all patent, copyright, trademark, trade name, trade secret and other intangible property rights, arising out of the manufacture, sale or use of Products by Buyer or Customers under this Order. Seller shall have no obligation under this clause with regard to any infringement arising from: (a) Seller's compliance with formal specifications issued by Buyer or Customers where infringement could not be avoided in complying with such specifications; and/or (b) use or sale of Products in combination with other items when such infringement would not have occurred from the use or sale of those Products solely for the purpose for which they were designed or sold by Seller. Buyer and/or Customers shall give prompt notice to the Seller of any action, suit or claim against it, and shall provide information and assistance, at Seller's expense, to enable Seller to defend such litigation.

 

11. INDEMNITY/INSURANCE. If this Order covers the performance of work for Buyer upon property owned or controlled by Buyer and/or Customers, Seller agrees to indemnify, defend, and hold Buyer and/or Customers harmless from all claims, suits, actions, proceedings, awards, liabilities, damages, costs and expenses, including attorneys' fees, by reason of property damage, death and/or personal injury of whatsoever nature or kind, arising out of, as a result of, or in connection with the performance of this Order. Seller shall maintain general liability and property damage insurance with adequate limits satisfactory to Buyer, and shall maintain proper automobile liability, worker’s compensation and employer's liability insurance covering all employees engaged in the performance of this Order.

 

12. RESPONSIBILITY FOR PERFORMANCE. Buyer’s issuance of this Order is based, in part, on Buyer's reliance upon Seller's ability, expertise, and awareness of the intended use of the Products. Unless otherwise agreed, in writing, Seller shall supply all materials, equipment, tooling and facilities required to perform this Order.

 

13. RESPONSIBILITY FOR PROPERTY/TOOLING. Unless otherwise specified in this Order, (i) upon delivery to Seller, all materials, equipment, tooling, and facilities furnished to Seller by Buyer, or specifically paid for by Buyer (hereinafter referred to as "Property"), shall remain the property of Buyer, with the right of possession in the Seller; and (ii) the price of the Products includes the cost of any special equipment or tooling that may be obtained or made by Seller for use in the manufacture, fabrication or assembly of the Products purchased under this Order. Title to special tooling, such as gauges, jigs, fixtures, dies, molds, tools, patterns, special test equipment, and other special equipment and manufacturing aids fabricated or acquired by Seller for the production of Products ordered by Buyer shall vest in Seller; provided, however, upon request of Buyer, Seller shall transfer title to Buyer, without charge, and Buyer shall have the right to immediate possession and exclusive use thereof. Upon Seller's completion of tooling required to produce the Products under this Order, Seller shall forward to Buyer a certified tool list, identifying all tools utilized in the production of the Products. Seller shall use said Property only in the performance of work under this Order, unless otherwise approved in writing by Buyer prior to such other use. Seller shall: (i) maintain tooling records to adequately account for such tooling; (ii) maintain a program for maintenance, repair, protection, or preservation of all such tooling until disposed of by Buyer, or until Seller is relieved of such responsibility by Buyer; (iii) perform a physical inventory of all tooling, not less than once annually, and furnish Buyer with a reproducible copy of the results of such inventory; and (iv) be responsible for all loss, theft, destruction or damage to such tooling until such time as Buyer may take possession, promptly notifying Buyer, in writing, upon any such loss, theft or destruction. All Property, while in Seller's custody or control, shall be kept and insured by the Seller, at Seller's expense, against loss and/or damage in an amount equal to the cost of replacement. Seller shall promptly notify Buyer of the location of Property, if other than at Seller's plant. Upon completion or termination of this Order, Seller shall: (i) obtain from Buyer authorized disposal instructions, prior to the return of any Property to Buyer; and (ii) if so directed, return such Property to Buyer in the condition in which it was received, except for reasonable wear and tear, and except for such Property reasonably consumed in the performance of this Order.

 

14. CONFIDENTIAL/PROPRIETARY INFORMATION. All confidential and proprietary information not in the public domain, including, but not limited to, writings, drawings, equipment, tooling, models, oral disclosures, disclosed by Buyer and received by Seller (“RAD’s IP”), and/or learned of, or produced by Seller in connection with the performance of the work under this Order, is the sole property of Buyer and shall be held by Seller in strict confidence, at all times, and shall not be used, nor disclosed, by Seller to any third party, without the prior written consent of Buyer. The provisions of this clause shall survive the performance, completion, or termination of this Order. Seller acknowledges that RAD’s IP has significant commercial value, and it shall be used by Seller solely for performance on the Order.  Seller shall be liable to Buyer for loss of profits in the event Seller uses RAD’s IP for other purposes directly or through others, and such use deprive Buyer of potential revenues. 

 

15. INTELLECTUAL PROPERTY. Seller grants Buyer an irrevocable, non-exclusive, paid-up, worldwide license to use and have used all of Seller’s confidential and proprietary information related to the Product, as necessary for Buyer to fulfill its obligations with its Customers. However, the use of such license for manufacturing purposes shall only apply in the event of Seller’s nonperformance of any obligation under this Order or termination per clause 19(a) or 19(b). In the event of termination per clause 19(c), Buyer shall have the right to purchase the license for manufacturing purposes at a reasonable fee.

 

16. TERMINATION.

(a) Non-curable Events. Buyer may terminate any unfulfilled portion of this Order, without prior notice and without liability, upon the insolvency of Seller or the institution by or against Seller of proceedings in bankruptcy or other insolvency law, for reorganization, receivership or dissolution, and/or upon an assignment for the benefit of creditors; such occurrences shall be deemed a default in the performance of this Order. 

(b) Default. Buyer shall have the right, at its option, to terminate this Order, in whole or in part, by giving written notice to Seller upon any default or breach in the performance of any of the provisions of this Order, if such default or breach is not remedied to the satisfaction of the Buyer within thirty (30) days after date of such notice to Seller. Upon termination, Seller shall deliver to Buyer all data, drawings specifications, reports, summaries, and other information and materials accumulated in performing this Order, whether completed or in process. Buyer may complete the work, by contract or otherwise, and Seller shall be liable for any additional costs, damages and liabilities, including attorney fees, incurred by Buyer.

(c) Convenience. Buyer may terminate this Order, in whole or in part, by delivering to Seller a written notice of termination specifying the extent of termination and the effective termination date. After receipt of a notice of termination, and except as directed by Buyer, the Seller shall: (i) immediately stop work as specified in the notice; (ii) place no further sub-subcontracts for materials, services, or facilities, except as necessary to complete the continued portion of the Order; (iii) terminate subcontracts to the extent they relate to the work terminated; (iv) settle all outstanding liabilities arising from such termination; and (v) complete performance of the work not terminated. Within sixty (60) days of the effective date of termination, the Seller shall submit a final termination settlement proposal to Buyer. Buyer shall pay Seller only for costs directly resulting from the terminated Order(s): (i) for Products completed and delivered to Buyer before the effective termination date, at the prices specified in the Order, on condition that the delivery date specified in the terminated Order(s) is prior to the effective termination date; (ii) for unfinished work-in-process which started prior to the effective termination date, the actual direct costs incurred by Seller (excluding overhead and profits) as determined in accordance with generally accepted accounting principles applied on a consistent basis; and (iii) for Products, the production of which has not been started at the time of the termination, the actual cost of materials purchased specifically for the Order. In all cases, costs incurred due to the Seller building ahead of the terminated Order(s) schedule will not be reimbursed.

 

17. ASSIGNMENT/SUBCONTRACTING. Seller shall not, by contract, operation of law, or otherwise (a) assign any of its rights or interest in this Order, including, but not limited to, any right to monies due or to become due; (b) delegate any of its duties or obligations under this Order; or (c) subcontract all, or substantially all, of its performance of this Order to one or more third parties, without Buyer's prior written consent. No assignment, delegation, or subcontracting by Seller, with or without Buyer's consent, shall relieve Seller of any of its obligations under this Order, or prejudice any of Buyer's rights against Seller, whether arising before or after the date of the assignment, including, but not limited to, set off or recoupment.

 

18. NONWAIVER AND PARTIAL INVALIDITY.

Failure or delay of Buyer to enforce, at any time, any of the provisions of this Order, or to exercise any rights or remedies under this Order, shall not be construed as a waiver of any such provisions, rights or remedies in other instances; rather, the same shall remain in full force and effect. If any provision of this Order is, or becomes, void or unenforceable by law, the remainder shall be valid and enforceable. Buyer's rights and remedies are in addition to any other rights and remedies provided by law, in equity, or under this Order. No action by Buyer shall constitute a waiver of any such right or remedy.

 

19. GOVERNING LAW. This Order and the performance thereof shall be governed by the laws of the State of California, U.S.A., to the exclusion of its rules of conflicts of laws and the United Nations Convention on Contracts for the International Sale of Goods.

 

20. ARBITRATION. Any dispute, controversy, or claim arising out of or relating to this Order, which is not resolved by the parties between themselves, shall be settled by arbitration under the rules of the American Arbitration Association. The place of the arbitration shall be Los Angeles, California, and the language shall be English. Three arbitrators shall be used. Each party shall choose one arbitrator, and the two arbitrators shall choose the third arbitrator who will act as chairman. The parties shall be bound by the decision of the arbitrators, whose decision shall be final and enforceable in any court of competent jurisdiction.

 

21. COMPLIANCE WITH LAWS. Seller shall be responsible for complying with all laws including, but not limited to, any statute, rule, regulation, judgment, decree, order, permit, FAA regulation, and/or all applicable airworthiness directives applicable to Seller's performance under this Order. Seller certifies, through verification and auditing of its supply chain when appropriate, that the Products furnished to Buyer under an Order are produced in accordance with all applicable laws regarding the elimination of slavery and human trafficking. Seller further agrees to notify Buyer of any obligation under this Order, which is prohibited under any applicable environmental law, and/or any aspect of its performance which becomes (or which Seller reasonably believes will become) subject to additional environmental regulation during performance of this Order, so that alternative methods can be implemented. Seller warrants that each and every reportable chemical substance contained in the Products sold or otherwise transferred to Buyer under this Order is not on the list of toxic chemical substances, compiled and published by the Administrator of the Environmental Protection Agency, pursuant to the Toxic Substances Control Act (P.L. 94-469), and does not pose any potential threat or danger. 

 

22. GOVERNMENT CONTRACTS/SUBCONTRACTS. If this Order indicates that it is issued under a United States Government Agency prime contract or subcontract, pertinent provisions, federal laws, executive orders, and agency procurement regulations shall apply.

 

23. SURVIVAL. Without limiting any other survival provisions contained herein, and notwithstanding any other provision of this Order to the contrary, the representations, covenants, agreements and obligations of the parties set forth in clause 8 Warranty, clause 13 Patent Indemnity, clause 14 Indemnity/Insurance, clause 17 Confidentiality/Proprietary Information, clause 18 Intellectual Property, clause 22 Governing Law, clause 23 Arbitration, and this clause 27 Survival, as well as any representations, covenants, agreements and obligations which by their nature are intended to continue, shall survive any cancellation, termination or expiration of this Order, any assignment of this Order, or any payment and performance of any or all of the other obligations hereunder. Termination or cancellation of any part of this Order shall not alter or affect any part of this Order which has not been terminated or cancelled.

 

24. ENTIRE AGREEMENT. This Order sets forth the entire agreement and supersedes any and all other agreements, understandings and communications between Buyer and Seller and related to the subject matter of this Order except for any non-disclosure agreement between the parties intended to survive the issuance of the Order. No amendment or modification of this Order shall be binding upon Buyer unless set forth in a written instrument signed by Buyer's duly authorized representative. The rights and remedies afforded to Buyer or Customers pursuant to any provision of this Order are in addition to any other rights and remedies afforded by any other provision of this Order, by law, in equity, or otherwise.

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Updated: November 14, 2025.