Terms and Conditions

Terms of Sale: Purchase of any products sold by American High Voltage (AHV) shall be subject to and expressly limited by the terms and conditions contained herein. No changes to, waiver of, or addition to any of these terms and conditions shall be effective unless agreed to in writing and signed by AHV. AHV is not obliged to honor the terms of its distributors or any other party. Buyer acknowledges and agrees that these terms and conditions supersede the terms and conditions of any purchase order or other documentation used by Buyer and any conflicting or additional terms are void and have no effect, but Buyer may place orders by use of purchase orders and other documentation only for its convenience in describing goods, services, and quantities the Buyer wishes to purchase and that AHV’s acting on these descriptions does not constitute AHV’s acceptance of terms and conditions other than these. Notwithstanding the foregoing, AHV reserves the right at any time to amend these terms and conditions, and Buyer shall be deemed to accept such amended terms and conditions by ordering products herein offered after the date of such amendment. Additional special terms and conditions of AHV may be applicable with respect to certain products.

Prices: The sale price for goods delivered hereunder are accepted as stated on Seller’s order acknowledgement and includes the cost of seller’s usual factory tests and inspections. Specialized services, tests and inspections, deliverable data application engineering or integration support requested by the Buyer will be at Buyer’s expense in accordance with Seller’s standard rates. All quotations of the Seller expire thirty (30) days from issue. All prices are subject to change without notice.

Taxes: Except as otherwise expressly stated, prices do not include federal, state, local taxes or duties. All such taxes will be paid by the Buyer, unless the Buyer provides the Seller with evidence satisfactory to the seller of exemption from such taxes. When the Seller is required by law to collect such taxes, Seller will add such taxes to the sale price of the goods or services.

Delivery: Delivery dates are approximate only, and represent seller’s best estimate. Time is not of the essence with respect to the transaction covered by this agreement except with respect to the buyer’s obligation to make all related payments. Seller will not be liable for any loss or expense incurred by the Buyer as a result of any delay in delivery for any reason. Seller shall not be liable for any incidental, special or consequential damages, lost profits or other losses or expenses due to causes beyond its reasonable control including, but not limited, to acts of God, natural disasters, acts or omissions of other parties, acts or omissions of civil or military authority, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restriction, riots, war, acts of terrorism, delays in transportation or inability to obtain labor or materials through its regular sources. Seller reserves the right to make partial deliveries and deliveries in advance of shipping date.

Shipping: All products are shipped F.O.B. point of shipment (EXW, American High Voltage - Incoterms). Risk of loss shall transfer to the Buyer upon tender of goods to Buyer, Buyer's representative, or common carrier. The cost of any special packing or special handling caused by Buyer's requirements or requests shall be added to the amount of the order. If Buyer causes or requests a shipment delay, or if Seller ships or delivers the products erroneously as a result of inaccurate, incomplete or misleading information supplied by Buyer or its agents or employees, storage and all other additional costs and risks shall be borne solely by Buyer. Claims for products damaged or lost in transit should be made by Buyer to the carrier, as Seller's responsibility ceases upon tender of goods to Buyer, Buyer's representative or common carrier.

Acceptance and Returns: Buyer shall inspect Products promptly upon their receipt. Unless Buyer notifies Seller, in writing, within thirty (30) calendar days after the receipt of Products or the rendering of services that the products or services are non-conforming, describing the non-conformity in reasonable detail, Buyer shall be deemed to have accepted the Products or Services. Acceptance as aforesaid shall constitute acknowledgement of full performance of the Seller of all its obligations hereunder. No Products delivered and accepted under this agreement are subject to return except upon written approval of Seller and the payment of a fair and equitable restocking charge as determined by the Seller.

Terms of Payment: Subject to credit approval of Buyer by Seller and unless otherwise specified by Seller to Buyer, payment shall be net thirty (30) days. AHV reserves the right to require alternate payment terms, including without limitation, payment in advance. Buyer agrees to pay the entire net amount of each invoice without any offset or deduction. If Seller reasonably believes that Buyer's ability to make payments may be impaired or if Buyer fails to pay any invoice, Seller may, at its sole discretion, suspend future deliveries until payment is made or cancel any unfulfilled order and Buyer shall remain liable for any unpaid fulfilled order. Buyer agrees to provide financial information to Seller as may be reasonably requested by Seller from time to time for the purpose of evaluating Buyer's credit worthiness.

Payment terms are stated on each Invoice or Order Acknowledgment. A late payment charge of up to 1.5% per month (which shall not exceed the maximum amount allowed by law), compounded monthly, will be imposed on all past due amounts. In the event of a delinquency, Seller may, without notice and in its sole discretion, hold or cancel orders, refuse to accept new orders, and accelerate all amounts due. Further, if Seller, in its sole discretion, finds it necessary to employ a collection agency or an attorney to collect any past due amounts owed hereunder, it may collect, in addition to any other sums owed hereunder, the reasonable collection fee and/or reasonable attorneys’ fees and costs. Buyer grants to Seller a lien and security interest in the goods to secure payment of the purchase price, and agrees to execute any additional documents (including without limitation financing statements) deemed necessary or convenient by Seller to perfect Seller’s security interest in the goods.

Payments received from Buyer shall be applied against any obligations due to Seller in Seller's sole discretion. The acceptance of Buyer's payment shall in no circumstances constitute a waiver of Seller's right to pursue the collection of any remaining balance. Buyer shall pay interest on any invoice not paid when due from the due date to the date of payment at the rate of one and one half percent per month or the maximum rate allowed by law, whichever is lower. If the Buyer fails to make payment when due, the Seller reserves the right to pursue any remedy available under the law. Buyer shall reimburse Seller for all collection costs, including all reasonable legal costs.

Confidential and Proprietary Information: All technical data with which the Buyer is provided (leaflets, catalogues, technical documents, drawings, descriptions, reproductions, etc.) in hardcopy or electronic form (including all the technical data available on Seller’s website) is provided for information purposes only. Seller reserves the right to amend the technical specifications of the products and services indicated in the Order Confirmation. Seller has no obligation to provide technical data. Seller has no obligation to disclose, convey rights or allow access to technical, financial, or other information protected by it as proprietary or to indemnify Buyer for such refusal to disclose.

Intellectual Property Rights: Unless otherwise agreed to in wring by the Buyer and AHV, AHV retains all right, title and interest in and to all inventions, ideas, processes, methods, know-how, skills and techniques developed, discovered or conceived by AHV or its employees, including without limitation those developed and/or used in connection with the manufacture of the Products or performing Services hereunder. Such rights include, but are not limited to, patent rights, copyrights, trade secret rights, trademark rights and other proprietary rights throughout the world. AHV shall retain all right, title and interest in and to all materials, fixtures or tools designed, developed or manufactured AHV in connection with the manufacture of the Products.

Export Control: Buyer shall comply with all applicable laws, regulations and treaties relating to the sale and destination of the Products, including, without limitation, U.S. export control regulations. Buyer agrees not to sell any of the Products in any territory or country prohibited by applicable U.S. laws and to obtain representations from its customers that they will not resell or transfer any of the Products to such countries or territories. Buyer will defend, indemnify and hold AHV harmless for any damages or costs to AHV arising from Buyer’s failure to comply with these terms.

Technical Advice: AHV may, at Buyer’s request, Furnish technical assistance, advice and information with respect to the use and application of AHV’s products. It is expressly agreed that there is no obligation to provide such information, and that such information is provided with no implied warrantee of the fitness of the product for a specific purpose or application. Seller shall not be responsible for any losses or damages sustained by the Buyer or any other person as a result of improper installation or misapplication of the products. Buyer shall defend, indemnify and hold harmless Seller and its agents and employees against any loss, damage, claim, suit, liability, judgment or expense (including, without limitation, attorney's fees) arising out of or in connection with any injury, disease or death of persons (including, without limitation, Buyer's employees and agents) or damage to or loss of any property or the environment, or violation of any applicable laws or regulations resulting from or in connection with the sale, transportation, installation, use, or repair of the products by Buyer or of the information, designs, services or other work supplied to Buyer, whether caused by the concurrent and/or contributory negligence of Buyer, Seller, or any of their agents, employees or suppliers. The obligations, indemnities and covenants contained in this paragraph shall survive the consummation or termination of this transaction.

Prototype Samples: Any model or sample furnished to the Buyer is merely illustrative of the type or performance of product under consideration and does not fully represent the product which would be delivered under production contract.

Changes: Any changes to the specification or delivery schedule requested by Buyer will require agreement between the parties as to technological feasibility and price before Seller will be obliged to implement such change. Seller reserves the right to improve and make changes to products sold hereunder without notice or approval, except for changes that would affect the form, fit or function of the delivered Product as outlined in applicable specifications.

Cancellation: Buyer has no right to terminate or cancel without Seller’s agreement. Orders cancelled by Buyer other than for default of Seller will be subject to a cancellation charge. If quantities ordered are reduced or cancelled, Buyer agrees to pay for all product shipped not yet paid for, all finished goods in transit, all WIP, all sub-components and raw materials associated with the reduction/cancellation of an order and any other costs, expenses, losses that Seller experiences as a result of such reduction/cancellation. Buyer’s cancellation request(s) must be in writing.

Limited Warrantee: Seller warrants that at the time of delivery the Products sold hereunder shall be free from defects in materials and workmanship and shall conform to Seller’s specifications, and, if applicable, acceptance criteria to which Seller has agreed in writing. Buyer retains sole responsibility for determining whether the Products are fit for the intended use. Seller’s Limited Warranty does not cover damage due to natural wear and tear, insufficient maintenance, chemical or electrolytic influences, defective wiring work or installation. Seller’s Limited Warranty is void if Buyer or third parties carry out modifications or repairs on the Product without the prior written agreement of Seller. Claims for defects must be received by Seller in writing within one (1) year from Seller’s delivery of Product on which the claim is based or such longer period as required by applicable law. Buyer’s exclusive remedy will be limited to repair, replacement at Seller’s facilities, or refund for Products which Seller verifies as defective. Seller shall determine which remedy shall apply in its sole discretion. Seller will retain all replaced parts. The Buyer is responsible for the shipping or transportation related costs associated with any returned items. Seller assumes no liabilities for consequential, incidental, special or other damages of any kind through the use or misuse of its products. No other obligations or liabilities are expressed or implied. AHV reserves the right to revise or make improvements to its products at any time and without obligation to notify any person of such revisions or improvements.

Applicable Law, Collection, Jurisdiction and Venue:

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, excluding its conflict of laws rule. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. Should Seller be required to engage the services of an attorney to enforce payment hereunder, Seller shall be entitled to all costs of collection, including reasonable attorneys’ fees, and Buyer agrees that exclusive venue of such suit shall be in the State or Superior Courts of Nevada

QUALITY ASSURANCE MANAGEMENT (Clauses #3)

(NOTES A and B apply to option Paragraph i, ii, or iii.)

i. MANAGEMENT SYSTEM - The supplier/vendor shall have a Management System in accordance with the requirements of ISO 9001:2015 (A Quality Program per MIL-Q-9858A will also satisfy the requirement.)

ii. DISTRIBUTOR SYSTEM - If items are being supplied by a Distributor, the Distributor shall have a stocking system that assures that all parts are properly marked, stored and have the appropriate traceability documentation on file. Military parts shall have all applicable traceability sent to American High Voltage with each shipment. The distributor shall package parts to assure protection from ESD, environmental and shipping damages.

iii. CALIBRATION SYSTEM - The supplier/vendor shall maintain a calibration system for test and measurement equipment which complies with the requirements of ISO-10012-1 and/or ANSI-Z540-1.

iv. NON-CONFORMING MATERIAL - The supplier/vendor shall not submit non-conforming material to AHV unless a Vendor request for Information/Action (VRIA) has previously been approved by AHV Quality & Engineering. The VRIA shall indicate all non-conformances, reason for non-conformance, quantity nonconforming and the recommended Correction Action to be taken. Independent Material Review Board (MRB)authority is not granted to the supplier/vendor. NOTE: The VRIA form can be obtained from AHV Purchasing Department by request.