STANDARD TERMS AND CONDITIONS OF SALE AND PROCESSING

PREAMBLE - TRADE CUSTOM AND BASIS OF PRICING

It is generally recognized in the machining, fabrication, plating, anodizing, coating, and heat treating trades that even after employing all science known to Seller, qualified and experienced personnel, and validated process controls, hazards inherent to these processes remain. Base metal condition, prior processing, embrittlement, distortion, hydrogen effects, masking limitations, rack contact, bath chemistry variation, thermal response, and undisclosed material characteristics can produce loss or nonconformity that no processor can eliminate. Questions of liability are more easily resolved before problems occur than after. Seller's prices are calculated on the basis of the limitations of liability set out in these Terms, and are a fraction of what they would be if Seller carried unlimited exposure on the finished value of Buyer's parts or Buyer's end products. Buyer acknowledges this allocation of risk as a material and bargained-for basis of the parties' agreement.

1. ACCEPTANCE; EXCLUSIVE TERMS; COURSE OF DEALING

These Terms govern all quotations, order acknowledgments, and sales of goods and services by Seller. Buyer accepts these Terms by any of the following: issuing a purchase order against Seller's quotation, acknowledging Seller's quotation in writing or electronically, delivering material to Seller for processing, accepting delivery of goods, or making payment. Buyer's placement of any additional or subsequent order is conclusively presumed to include Buyer's acceptance of these Terms, including the limitations of liability, without further notice. If Buyer does not accept these Terms, Buyer must so notify Seller in writing before work begins; Buyer's failure to do so is deemed acceptance. These Terms, Seller's quotation, and Seller's written order acknowledgment constitute the entire agreement and supersede all prior or contemporaneous proposals, negotiations, and representations, whether oral or written.

2. NO ADDITIONAL OR CONFLICTING TERMS

Seller objects to and rejects any term in Buyer's purchase order, terms of purchase, supplier manual, quality manual, quality agreement, portal click-through, packing instruction, or other document that is additional to, different from, or inconsistent with these Terms. No such term binds Seller unless expressly accepted in a writing signed by an officer of Seller that specifically identifies the term accepted. Seller's commencement of performance, acknowledgment of an order, receipt of Buyer's material, or delivery of goods does not constitute acceptance of Buyer's terms. Order of precedence: (a) a signed written agreement between the parties; (b) these Terms; (c) Seller's quotation; (d) Buyer's purchase order.

3. QUOTATIONS; PRICING; MINIMUM CHARGES

Quotations are valid thirty (30) calendar days from issue unless stated otherwise and are subject to earlier withdrawal or revision before acceptance. A quotation is not an acceptance of an order and creates no obligation to accept one. Quotations are based on the quantities, drawing revisions, specifications, material grades, alloys, tempers, surface conditions, lot sizes, rack or barrel method, and lead times stated. Any change voids the quoted price and Seller may requote. Every order is subject to Seller's minimum lot charge; where the calculated piece, pound, or area price is less than the minimum, the minimum applies. Prices exclude all sales, use, excise, and similar taxes, and exclude duties, tariffs, freight, insurance, non-standard packaging, expedite fees, masking, strip and re-run, and testing or certification not expressly quoted. Seller may adjust prices to reflect documented increases in raw material, precious metal, chemistry, energy, tariff, wastewater treatment, or outside-processing cost occurring after the quotation date.

4. PAYMENT; DELINQUENCY; CREDIT

Unless Seller has extended written credit terms, payment is due net thirty (30) days from invoice date. On any invoice not paid when due, Buyer shall pay (a) a one-time delinquency charge of five percent (5%) of the past-due amount, and (b) interest on the past-due amount from the original due date until paid at the maximum rate permitted by applicable Texas law, not to exceed eighteen percent (18%) per annum. It is the parties' express intent that no charge under these Terms exceed the maximum lawful rate; any amount determined to exceed that rate shall be reduced to the maximum lawful rate and any excess already received shall be credited or refunded. Buyer shall reimburse all costs of collection, including reasonable attorneys' fees, court costs, and collection agency fees. Buyer has no right of setoff, deduction, backcharge, chargeback, or withholding against amounts owed Seller, and expressly waives any such right. Seller may, without liability, suspend production, withhold shipment, refuse to release Buyer's material, require prepayment or security, revoke credit, or terminate open orders if Buyer is past due, exceeds its credit limit, or Seller reasonably questions Buyer's creditworthiness. Partial payment tendered as "payment in full" does not constitute accord and satisfaction. Credit is extended at Seller's sole discretion and may be reduced or revoked at any time; Buyer shall furnish current financial information within five (5) business days of request.

5. BUYER-FURNISHED DATA, SPECIFICATIONS, AND METHODS

Seller performs to the drawings, models, specifications, process callouts, and instructions furnished by Buyer. Buyer is solely responsible for their accuracy, completeness, adequacy, manufacturability, and design suitability, and for confirming the released revision is current. Seller has no duty to review, verify, validate, or improve Buyer's design, tolerances, material selection, process selection, or specifications, and assumes no design responsibility or professional engineering liability of any kind. Where Buyer specifies the methods, procedures, chemistries, thicknesses, bake cycles, or sequences to be followed, Seller's responsibility ends with carrying out those instructions, and Seller assumes no responsibility whatsoever for the correctness of those methods or for the result obtained when they are followed. Buyer must declare in writing, before processing, the base material, alloy, temper, heat treat condition, hardness, prior processing history, critical surfaces, tolerance-sensitive features, and any characteristic requiring special handling. In the absence of full written disclosure, Seller has no liability for subsequent failure, distortion, embrittlement, dimensional change, or defect.

6. BUYER-FURNISHED MATERIAL AND PARTS; PRIOR WORK BY OTHERS

Buyer-furnished material and parts are received subject to visual count only. Seller does not warrant that Buyer-furnished material is suitable or fit for processing and is not responsible for latent defects, incorrect grade, improper or missing certification, porosity, inclusions, weld or braze defects, prior contamination, or nonconformity in Buyer-furnished material, nor for any labor, material, processing, chemistry, or scrap cost resulting from it. Seller assumes no responsibility for defective plating, coating, machining, welding, grinding, or other work performed on Buyer's material by any prior processor. Strip, salvage, rework, and reprocessing of material previously processed by others is undertaken on a best-efforts basis only, is chargeable whether or not successful, and carries no warranty of any kind. Seller reserves the right to reject any work, or to impose an additional charge, where the base metal or prior condition is below Seller's standard for the specified process.

7. SELLER IS NOT AN INSURER OF BUYER'S PROPERTY

SELLER SHALL NOT UNDER ANY CIRCUMSTANCES BE CONSIDERED AN INSURER OF BUYER'S MATERIAL, PARTS, TOOLING, FIXTURES, OR MERCHANDISE. WHILE SUCH PROPERTY IS IN SELLER'S POSSESSION OR IN TRANSIT TO OR FROM AN OUTSIDE PROCESSOR, SELLER SHALL NOT BE LIABLE, REGARDLESS OF CAUSE, FOR LOSS OR DAMAGE BY FIRE, EXPLOSION, FLOOD, WATER, STORM, THEFT, PILFERAGE, VANDALISM, MYSTERIOUS DISAPPEARANCE, POWER OR UTILITY FAILURE, EQUIPMENT FAILURE, CASUALTY, OR ACT OF GOD.

Buyer shall maintain property insurance covering its material and parts at all locations, including while in Seller's possession, and shall look solely to that insurance for such loss.

8. QUANTITY VARIATION; SHRINKAGE; LOST PARTS

Buyer acknowledges that machining, forming, welding, finishing, and heat treating processes inherently produce scrap, rework, and non-recoverable parts, and that such loss is a normal and expected characteristic of the processes quoted. Accordingly:

9. LIMITED WARRANTY; DISCLAIMER

Seller warrants only that, for ninety (90) days from shipment, goods manufactured by Seller will conform to the dimensional requirements of the drawing revision expressly identified in Seller's order acknowledgment, and that processing and finishing performed by Seller will meet the written specification expressly identified in Seller's order acknowledgment and be free from defect in Seller's workmanship.

THE FOREGOING IS SELLER'S SOLE AND EXCLUSIVE WARRANTY. SELLER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF NON-INFRINGEMENT, AND ANY WARRANTY AGAINST DESIGN DEFECT. SELLER MAKES NO WARRANTY AS TO THE PERFORMANCE, SERVICE LIFE, CORROSION RESISTANCE, ADHESION IN SERVICE, WEAR, FATIGUE LIFE, OR CAPABILITY OF ANY PART OR OF ANY ASSEMBLY OR END PRODUCT INTO WHICH IT IS INCORPORATED.

The warranty excludes: goods conforming to Buyer's drawings or specifications that fail in Buyer's application; results obtained from Buyer-specified methods; normal wear; corrosion; damage in transit; Buyer-furnished material or tooling; prior work by others; salvage and strip-and-re-run work; and any nonconformity caused by Buyer's or a third party's design, handling, storage, assembly, installation, further processing, modification, repair, misuse, contamination, or operation outside stated parameters. No warranty applies to goods for which payment has not been received in full.

10. INSPECTION; EXCLUSIVE REMEDY

Buyer shall inspect all goods immediately on receipt and shall notify Seller in writing of any nonconformity within five (5) business days after receipt. Failure to give timely written notice constitutes irrevocable acceptance and waiver of all claims. IT IS EXPRESSLY AGREED THAT BUYER'S INABILITY TO DISCOVER A DEFECT WITHIN THAT PERIOD DOES NOT EXTEND THE PERIOD AND DOES NOT VOID OR ENLARGE THE LIMITATIONS OF LIABILITY IN THESE TERMS. No goods may be returned without Seller's prior written Return Material Authorization, and returned goods must be complete, identified by lot, and accompanied by the nonconformity data.

For any valid and timely warranty claim, Seller's sole obligation and Buyer's sole and exclusive remedy is, at Seller's election: (a) reprocessing or reworking the nonconforming parts, provided the nonconformity is demonstrably and solely attributable to Seller's workmanship; (b) replacing the nonconforming goods where manufactured by Seller from Seller-supplied material; or (c) a credit not exceeding the amount actually paid to Seller for the specific nonconforming units. Reprocessing occurs at Seller's facility and Buyer bears all freight and handling in both directions unless Seller agrees otherwise in writing. Where a nonconformity is attributable in whole or in part to Buyer's design, specification, method, drawing, tooling, or furnished material, no remedy is available and corrective work is chargeable to Buyer at Seller's then-current rates.

IN NO EVENT SHALL SELLER BE OBLIGATED TO PAY, REIMBURSE, CREDIT, OR ACCEPT ANY BACKCHARGE, DEBIT MEMO, OR CHARGEBACK FOR THIRD-PARTY REWORK, SORTING, INSPECTION, CONTAINMENT, SORT-AND-SCREEN, RE-CERTIFICATION, EXPEDITED FREIGHT, LINE-DOWN, OR CORRECTIVE COST INCURRED WITHOUT SELLER'S PRIOR WRITTEN AUTHORIZATION, AND ANY SUCH DEDUCTION FROM SELLER'S INVOICE IS A BREACH OF THESE TERMS.

11. LIMITATION OF LIABILITY

BUYER ACKNOWLEDGES THAT MANY PARTS SUBMITTED TO SELLER, INCLUDING MOLDS, DIES, CASTINGS, FORGINGS, AEROSPACE AND DEFENSE HARDWARE, AND INTRICATE MACHINED COMPONENTS, CARRY A VALUE MANY TIMES GREATER THAN SELLER'S CHARGE FOR THE WORK PERFORMED, THAT SELLER IS ORDINARILY NOT ADVISED OF THAT VALUE, AND THAT SELLER DOES NOT AND CANNOT PRICE FOR IT. IT IS NOT COMMERCIALLY PRACTICABLE FOR SELLER TO ASSUME LIABILITY DISPROPORTIONATE TO THE CHARGE FOR THE SERVICE PERFORMED. ACCORDINGLY:

IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR ANY OF THE FOLLOWING HOWEVER CHARACTERIZED: LOST PROFITS; LOST REVENUE; LOSS OF USE OR GOODWILL; BUSINESS INTERRUPTION; PRODUCTION OR LINE DOWNTIME OR DOWNTIME PENALTIES; COST OF CAPITAL; COST OF REPLACEMENT OR SUBSTITUTE GOODS; COST OF REPROCUREMENT OR EXCESS REPROCUREMENT COSTS; COST OF REMOVAL, DISASSEMBLY, REINSTALLATION, OR REWORK OF ANY ASSEMBLY OR HIGHER-LEVEL PRODUCT INTO WHICH THE GOODS WERE INCORPORATED; DAMAGE TO OTHER PROPERTY; RECALL, FIELD RETROFIT, OR SERVICE CAMPAIGN COSTS; WARRANTY OR FIELD CLAIMS ASSERTED AGAINST BUYER BY ITS CUSTOMERS; LIQUIDATED DAMAGES OR PENALTIES OWED BY BUYER TO ANY THIRD PARTY; GOVERNMENT CONTRACT REPROCUREMENT OR EXCESS COST ASSESSMENTS; OR ANY COST ARISING FROM THE FAILURE OF A FINAL OR END PRODUCT. THIS EXCLUSION APPLIES EVEN IF SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE EXCLUSIVE REMEDY IN SECTION 10 IS HELD TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12. OPTIONAL ASSUMPTION OF ADDITIONAL LIABILITY

Buyer may obtain a higher limit of liability than Section 11 provides. To do so, Buyer must, before work begins, disclose in writing the value of the parts submitted and request a higher limit, and Seller must agree in a writing signed by an officer of Seller. Any additional liability assumed by Seller will be covered by a separate, additional charge for that coverage, quoted on request. Buyer's election not to request and pay for a higher limit is Buyer's acceptance of the limits in Section 11 as the negotiated allocation of risk, and Buyer acknowledges that Seller's prices reflect that election.

13. NO CRITICAL-APPLICATION USE WITHOUT WRITTEN CONSENT

Goods and services are not designed, tested, or qualified by Seller for any application in which failure could result in death, personal injury, or catastrophic property or environmental damage, including without limitation life-support, medical implant, nuclear, aerospace flight-critical, pressure-retaining, lifting, or weapons-safety applications, unless Seller has expressly agreed in writing to that specific application. Use in any such application without Seller's prior written consent is at Buyer's sole risk, and Buyer shall indemnify, defend, and hold Seller harmless from all resulting claims without regard to the limitations in Section 11.

14. RELEASE

TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER ASSUMES ALL RISK ASSOCIATED WITH THE USE, FURTHER PROCESSING, ASSEMBLY, INSTALLATION, DISTRIBUTION, RESALE, AND SERVICE PERFORMANCE OF THE GOODS AND OF ANY END PRODUCT INCORPORATING THEM, AND RELEASES SELLER AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FROM ALL LIABILITIES AND DAMAGES, INCLUDING LOST PROFITS AND SPECIAL, INCIDENTAL, AND CONSEQUENTIAL DAMAGES, IN ANY WAY CONNECTED WITH THE GOODS, THEIR PROCESSING, INSTALLATION, OPERATION, OR USE, ANY DEFECT OR FAILURE THEREOF, OR ANY ERROR OR INACCURACY IN INFORMATION, DRAWINGS, SPECIFICATIONS, OR MATERIAL FURNISHED BY BUYER OR ANY THIRD PARTY UPON WHICH SELLER RELIES.

15. INDEMNIFICATION BY BUYER

TO THE FULLEST EXTENT PERMITTED BY LAW, BUYER SHALL INDEMNIFY, DEFEND (WITH COUNSEL REASONABLY ACCEPTABLE TO SELLER), AND HOLD HARMLESS SELLER AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND AFFILIATES FROM AND AGAINST ALL CLAIMS, SUITS, DEMANDS, LIABILITIES, LOSSES, DAMAGES, FINES, PENALTIES, REMEDIATION COSTS, AND EXPENSES INCLUDING REASONABLE ATTORNEYS' FEES, HOWEVER ARISING, RELATED TO: (a) THE DESIGN, SPECIFICATIONS, DRAWINGS, PROCESS CALLOUTS, METHODS, TOOLING, OR MATERIAL FURNISHED OR SPECIFIED BY BUYER; (b) BUYER'S OR ANY THIRD PARTY'S HANDLING, STORAGE, ASSEMBLY, INSTALLATION, TESTING, FURTHER PROCESSING, DISTRIBUTION, RESALE, OR USE OF THE GOODS; (c) ANY ALLEGATION THAT GOODS MADE TO BUYER'S DESIGN OR SPECIFICATION INFRINGE OR MISAPPROPRIATE ANY INTELLECTUAL PROPERTY RIGHT; (d) ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE ARISING FROM THE END PRODUCT INTO WHICH THE GOODS ARE INCORPORATED; (e) ANY CONTAMINATION, ALLEGED CONTAMINATION, HAZARDOUS OR UNDISCLOSED SUBSTANCE, WASTEWATER OR AIR PERMIT EXCEEDANCE, WASTE DISPOSAL COST, OR VIOLATION OF ENVIRONMENTAL LAW ARISING FROM MATERIAL, PARTS, COATINGS, OILS, OR RESIDUES FURNISHED BY BUYER; (f) BUYER'S BREACH OF THESE TERMS OR OF ANY APPLICABLE LAW OR REGULATION; AND (g) ANY CLAIM ASSERTED AGAINST SELLER BY BUYER'S CUSTOMER OR ANY DOWNSTREAM PARTY. THIS OBLIGATION APPLIES WHETHER OR NOT THE CLAIM IS CAUSED IN PART BY THE ACTIVE OR PASSIVE NEGLIGENCE OF SELLER OR ANY PARTY INDEMNIFIED HEREIN, AND APPLIES TO CLAIMS ARISING UNDER THE DOCTRINE OF STRICT OR ABSOLUTE LIABILITY; PROVIDED THAT THIS SECTION DOES NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW, INCLUDING TEXAS INSURANCE CODE CHAPTER 151 WHERE APPLICABLE.

Buyer shall give Seller prompt written notice of any claim and shall cooperate in its defense and settlement.

16. INSURANCE

Buyer shall maintain, at its expense, with insurers rated A- or better: (a) commercial general liability, including products-completed operations and contractual liability, with limits not less than $1,000,000 per occurrence and $2,000,000 aggregate; (b) property insurance covering Buyer's material and parts at full replacement value, including while in Seller's possession or in transit; (c) workers' compensation at statutory limits with employer's liability of not less than $1,000,000; and (d) umbrella or excess liability of not less than $2,000,000. Buyer's general liability, automobile, and umbrella policies shall name Seller and its affiliates as additional insureds, shall be primary and non-contributory with respect to any insurance carried by Seller, and shall include a waiver of subrogation in Seller's favor. Buyer shall furnish certificates evidencing this coverage on request and shall give Seller thirty (30) days' notice of cancellation or material change. Buyer's insurance obligations are independent of and do not limit its indemnity obligations.

17. MATERIAL DISCLOSURE; ENVIRONMENTAL AND SAFETY

Before delivering any material to Seller, Buyer shall disclose in writing the complete composition and prior processing history of the material and the presence of any hazardous, regulated, or restricted substance, including without limitation beryllium, cadmium, lead, mercury, hexavalent chromium, cyanide, radioactive material, asbestos, PFAS-containing coatings, or any coating, oil, sealant, or residue requiring special handling or disposal. Buyer shall furnish current safety data sheets. Seller may reject or return, at Buyer's expense, any material that is undisclosed, misdescribed, hazardous, or that Seller determines it cannot lawfully process. Seller's failure to detect an undisclosed hazardous or regulated substance is not a breach by Seller. All costs of special handling, treatment, permitting, and disposal arising from Buyer's material are chargeable to Buyer.

18. TOOLING, FIXTURES, AND STORAGE; LIEN AND ABANDONMENT

Buyer-furnished tooling, racks, masks, and fixtures are stored at Buyer's sole risk. Seller is not liable for wear, breakage, obsolescence, loss, or damage, and has no obligation to maintain, refurbish, or replace them absent separate written agreement. Seller retains all rights in tooling, racks, masks, fixtures, gauges, programs, and process aids designed or built by Seller, including where Buyer has paid a tooling charge, unless title transfer is expressly agreed in writing. Seller may impose storage charges on Buyer's material, parts, tooling, or finished goods remaining in Seller's possession more than thirty (30) days after completion or after Buyer's failure to take delivery. Seller shall have a lien on all Buyer property in its possession for all amounts owed by Buyer, and may retain possession until paid in full. Material, parts, or tooling remaining in Seller's possession more than one hundred twenty (120) days after completion, or more than twelve (12) months after last shipment, may be deemed abandoned and sold, scrapped, or otherwise disposed of by Seller after thirty (30) days' written notice, with proceeds applied to amounts owed and any deficiency chargeable to Buyer.

19. DELIVERY; TITLE AND RISK OF LOSS; DELAY

Unless expressly stated otherwise in Seller's acknowledgment, all sales and services are Ex Works / F.O.B. Seller's facility, Garland, Texas. Title to Seller-manufactured goods and risk of loss pass to Buyer on delivery to the carrier at Seller's dock, regardless of who arranges or pays freight. Title to Buyer-furnished parts remains with Buyer at all times, and risk of loss for such parts is allocated by Sections 7 and 11. Seller retains a purchase-money security interest in all Seller-supplied goods until payment in full, and Buyer authorizes Seller to file any financing statement necessary to perfect it. Delivery dates are estimates based on conditions at the time of acknowledgment and are not guaranteed. TIME IS NOT OF THE ESSENCE, AND SELLER SHALL HAVE NO LIABILITY FOR ANY LOSS, DAMAGE, PENALTY, LIQUIDATED DAMAGES, OR EXCESS COST ARISING FROM LATE DELIVERY. Seller may make partial shipments and invoice each separately. If Buyer fails to take delivery when goods are ready, Seller may invoice the goods as delivered and store them at Buyer's risk and expense.

20. CHANGES, HOLDS, AND CANCELLATION

No change to an accepted order is effective unless authorized by Seller in writing, and Seller may adjust price and delivery for any change. Orders placed on hold by Buyer more than thirty (30) days may be invoiced at cost incurred to date. Orders for custom, made-to-print, or specially processed goods are not subject to cancellation once material has been committed or work has begun. Where Seller in its sole discretion permits cancellation, Buyer shall pay: all completed units at the unit price; all work in process at Seller's cost plus a reasonable margin; all non-cancelable and non-returnable material, precious metal, and outside-processing commitments; all unamortized tooling and setup cost; and a cancellation charge of fifteen percent (15%) of the canceled order value. In the event of any attempted cancellation or refusal to accept goods not subject to cancellation, Buyer shall indemnify Seller for all losses sustained. Blanket orders and release schedules are firm as to material committed and units in process.

21. FORCE MAJEURE

Seller is not liable for any delay or failure in performance caused by any circumstance beyond its reasonable control, including acts of God, fire, flood, severe weather, epidemic, act of war or terrorism, civil unrest, government or regulatory action, permit suspension, embargo, tariff, strike, boycott, labor dispute or shortage (whether at Seller's facility or elsewhere), utility or power failure, cyber incident, equipment or tank line breakdown, transportation interruption, or shortage or delay of raw material, chemistry, precious metal, components, or outside processing. Seller's performance is excused for the duration of the event, and Seller may allocate available capacity, material, and chemistry among its customers as it deems equitable, or cancel affected orders without liability.

22. QUALITY, RECORDS, AND CERTIFICATIONS

Seller provides only those certifications, inspection reports, first-article documentation, test data, and record retention expressly identified and priced in Seller's quotation. Requests for source or government inspection, additional testing, PPAP or FAI packages, statistical data, extended record retention, or specific accreditation scope are subject to additional charge and lead time. Seller does not accept flow-down of Buyer's or any prime contractor's quality manual, supplier requirements manual, FAR or DFARS clauses, or customer-specific requirements unless those documents are specifically identified in Seller's written acknowledgment and priced accordingly. Any right of Buyer to audit or access Seller's facility requires reasonable advance notice, is subject to Seller's safety and confidentiality requirements, and does not extend to Seller's proprietary process parameters, chemistry, or cost data.

23. EXPORT CONTROL AND COMPLIANCE

Buyer shall identify in writing, before releasing any technical data or material to Seller, whether the data or goods are controlled under the International Traffic in Arms Regulations, the Export Administration Regulations, or any other export control law, and represents that it is authorized to furnish such data to Seller. Buyer shall not export, reexport, or transfer goods or technical data in violation of applicable law and shall indemnify Seller for any violation. Seller's failure to detect an unmarked or misidentified export-controlled item furnished by Buyer is not a breach by Seller.

24. CONFIDENTIALITY; SELLER'S INTELLECTUAL PROPERTY

Each party shall protect the other's information marked confidential and use it only to perform the order. Seller retains all rights in its own processes, chemistries, parameters, methods, know-how, programs, fixtures, racks, jigs, gauges, and manufacturing improvements, including those developed while performing Buyer's order, and nothing herein transfers or licenses any Seller intellectual property to Buyer. Seller may use non-confidential production data for internal quoting, estimating, and process improvement.

25. RIGHT TO REFUSE SERVICE

Seller reserves the right, in its sole discretion and without liability, to decline to quote, decline any purchase order, and refuse service to any person or entity for any lawful reason, including capacity constraints, credit concerns, technical or quality risk, environmental or permit limitations, regulatory or export exposure, or conduct toward Seller's personnel.

26. GOVERNING LAW; VENUE; WAIVERS; TIME LIMIT

These Terms and all orders are governed by the laws of the State of Texas, excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods. Exclusive venue and jurisdiction lie in the state or federal courts in Dallas County, Texas, and each party consents to personal jurisdiction there. ANY ACTION AGAINST SELLER MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR IT IS PERMANENTLY BARRED. EACH PARTY WAIVES ANY RIGHT TO TRIAL BY JURY AND WAIVES ANY RIGHT TO ASSERT OR PARTICIPATE IN ANY CLASS, COLLECTIVE, OR CONSOLIDATED PROCEEDING. The prevailing party is entitled to recover reasonable attorneys' fees and costs.

27. GENERAL

Buyer may not assign any order or delegate any obligation without Seller's prior written consent; Seller may subcontract any portion of the work. No waiver is effective unless in writing, and no single waiver is continuing. If any provision is held unenforceable it shall be modified to the minimum extent necessary to be enforceable and the remainder shall continue in force; if any limitation in Sections 7, 11, 14, or 15 is held unenforceable in part, it shall be enforced to the maximum extent permitted by law. There are no third-party beneficiaries. Buyer consents to electronic delivery and acceptance of these Terms and to electronic signatures. Seller may revise these Terms at any time; the version in effect on the date of Seller's quotation governs that order. The Preamble and Sections 5 through 18, 23, 24, and 26 survive completion, expiration, or termination of any order.