Purchase Order Terms and Conditions

ACCEPTANCE

Seller's acknowledgment, commencement of work, or shipment constitutes acceptance of this purchase order and these terms. Any conflicting or additional terms proposed by Seller are rejected unless accepted by DJM Electronics ("DJM") in writing.

DELIVERY

Time is of the essence. Seller shall notify DJM immediately of any anticipated delay. DJM may cancel any order or portion thereof that is not delivered by the specified date, without liability.

INSPECTION AND ACCEPTANCE

All goods are subject to inspection and test by DJM after delivery. DJM may reject nonconforming goods and, at its option, require replacement at Seller's expense or return them for full credit including freight. Payment does not constitute acceptance.

WARRANTY

Seller warrants that all goods conform to the applicable specifications, drawings, and samples; are free from defects in materials and workmanship; are new and merchantable; and are free of liens. These warranties survive inspection, acceptance, and payment.

CHANGES

No changes to specifications, materials, processes, manufacturing location, or sub-tier suppliers without DJM's prior written approval.

COMPLIANCE

Seller certifies that all goods comply with applicable laws and regulations, including U.S. export controls, and that no goods contain covered telecommunications equipment or services prohibited under Section 889 of the FY2019 National Defense Authorization Act. Upon request, Seller shall provide certificates of conformance, country-of-origin declarations, and content data reasonably required for DJM's regulatory or customer flow-down obligations.

CONFIDENTIALITY AND INTELLECTUAL PROPERTY

Seller shall keep confidential all DJM specifications, drawings, and business information and use them solely to perform this order. All tooling, designs, or work product paid for by DJM is DJM's property.

PAYMENT

Payment terms are Net 30 from receipt of conforming goods and a correct invoice, unless otherwise stated on the face of this order.

GOVERNING LAW AND DISPUTES

This order is governed by California law. All disputes shall be resolved by binding arbitration before the American Arbitration Association or JAMS in San Diego County, California.