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Last Updated: 1/30/2026

Sedron Technologies, LLC (the “Company”)
Terms and Conditions for the Purchase of Goods
by the Company and its Affiliates
(the “Terms & Conditions” or “T&Cs”)

Terms & Conditions for Purchase of Goods from Supplier. These Terms & Conditions attach to an order for the purchase of goods (each, an “Order”) from the supplier identified on an “Order Form” (the “Supplier”) issued by the organization identified as purchaser on the cover of such Order Form (the “Buyer”). Such Order Form may be a Purchase Order or similar written instrument issued by the Buyer.

Acceptance; Exclusive Terms. Supplier’s acknowledgment, shipment of any goods, or commencement of performance, constitutes acceptance of the Buyer’s Order Form. Buyer rejects all additional or different terms proposed by Supplier. No such additional terms shall become part of the contract unless contained in a written amendment expressly agreed to by Buyer.

If the Buyer issues an Order in response to an offer made by Supplier, and if any of these T&Cs add to, vary from or conflict with any terms of such Supplier’s offer, then Buyer’s issuance of the Order shall constitute an acceptance of Supplier’s offer subject to the express condition that Supplier assents to the additional, different and conflicting T&Cs and acknowledges that the Order and these T&Cs shall constitute the entire agreement between Supplier and Buyer with respect to the Order.

Supplier hereby assents to and accepts these T&Cs, unless Supplier promptly notifies Buyer to the contrary in a writing signed by Supplier’s authorized representative; such prompt notice must be communicated in writing no later than seven (7) calendar days after Supplier’s receipt of Buyer’s Order.

Master Agreements. In some instances, the procurement relationship between Buyer and Supplier results in a written master agreement (“Master Agreement”) separately negotiated and accepted by Buyer and Supplier (each, a “Party” and together, the “Parties”). In these cases, these T&Cs shall be superseded and replaced by terms and conditions expressly set forth in such Master Agreement.

T&Cs: Not Applicable to Services. These T&Cs apply solely to Buyer’s purchase of goods from Supplier. Supplier’s delivery of any service shall be made pursuant to our Terms & Conditions for the Procurement of Services, or if so applicable, a separate, written Master Services Agreement, Professional Services Agreement or similar master agreement accepted by both Parties. For illustration purposes only, if a supplier of goods provides us with installation services in connection with delivery of goods to us, our T&Cs for the Procurement of Goods would apply to the provision of such goods, but such supplier’s installation work would be subject to our T&Cs for the Procurement of Services (or if applicable, a Master Agreement).

Termination. At any time, Buyer may terminate an Order for convenience by giving written notice of termination to Supplier. Such written notice shall specify the “Termination Date”. If an Order is terminated for convenience, the Termination Date shall be not less than three (3) days from the date of notice, unless otherwise mutually agreed upon by the Parties. Buyer shall pay for any goods delivered prior to the Termination Date. Unless Buyer has requested and received a refund in respect of any undelivered article(s) or good(s), it shall be entitled to the delivery of all such article(s) or good(s) for which it has paid prior to the Termination Date. In addition to any other remedy provided at law or equity, either Party shall have the right to terminate or cancel an Order, and any obligation to purchase, sell or provide any goods hereunder, in the event the other Party (a) fails to comply with any condition specified in the Order and such failure is not remedied within ten (10) calendar days after written notice thereof has been given to such other Party; (b) becomes insolvent, makes an assignment for the benefit of creditors, suffers or permits the appointment of a receiver, trustee in bankruptcy or similar officer for all or parts of its business or assets; or (c) avails itself of or becomes subject to any bankruptcy proceeding under the laws or any jurisdiction relating to insolvency or the protection of rights of creditors.

Buyer Property. Buyer may furnish Supplier with tooling, equipment, designs, specifications, materials, parts or other property (the “Buyer Property”) to enable it to fulfill the Order. Ownership and title for such Buyer Property shall reside with Buyer, though it shall be held by Supplier for the period required to fulfill the Order, or as may be required, subsequent Buyer orders. All right, title, and interest in and to Buyer Property shall remain solely with Buyer at all times. Such Buyer Property shall only be used in furtherance of fulfilling the Order, or if applicable, subsequent or ongoing orders made by the Buyer.

Supplier shall: (i) exercise at least commercially reasonable care in the custody, maintenance, and protection of Buyer Property; (ii) bear risk of loss or damage to Buyer Property while in Supplier’s possession or control (excluding normal wear and tear); (iii) keep Buyer Property segregated, clearly identified as Buyer’s property, and free from commingling; and (iv) not pledge, encumber, or permit any lien (including landlord, mechanic’s, or creditor liens) to attach to Buyer Property. Upon Buyer’s request, Buyer Property shall be promptly returned to Buyer in good condition (reasonable wear and tear excepted), at Buyer’s expense unless otherwise directed by Buyer.

If any Buyer Property is lost, damaged (beyond normal wear and tear), not properly accounted for, or not timely returned after Buyer’s request, Supplier shall reimburse Buyer for the full replacement cost of such Buyer Property. If such reimbursement is not made within one invoice cycle following provision of such notice, Buyer may set off such amount against any amounts otherwise due to Supplier, upon reasonable documentation of replacement cost.

Protection of Buyer Property Against Supplier Insolvency. Buyer Property is Buyer’s property held by Supplier as a “bailee and consignee,” and shall not constitute property of Supplier’s estate in the event of any bankruptcy, insolvency, or similar proceeding involving Supplier. Supplier shall take no action inconsistent with Buyer’s ownership of Buyer Property. In the event Supplier becomes subject to any bankruptcy or insolvency proceeding, Supplier (or its trustee, debtor-in-possession, or similar representative) shall promptly identify, segregate, and make Buyer Property available for immediate turnover to Buyer, and Buyer shall be entitled to relief from any automatic stay to recover Buyer Property, to the fullest extent permitted by applicable law. Supplier does hereby agree that Buyer Property shall be free and clear of all liens, security interests, or claims of Supplier’s creditors, and Supplier shall ensure that any secured lenders or landlords acknowledge Buyer’s ownership interest in Buyer Property upon reasonable request.

Handling of “Buyer Confidential Information”. In the course of performance, the Supplier may acquire knowledge of “Buyer Confidential Information”, which includes but is not limited to all non-public, proprietary information, whether written or oral, in any form, including without limitation, information relating to the research, development, products, methods of manufacture, trade secrets, business plans, customers, suppliers, finances, personnel data, and other material or information considered proprietary by Buyer relating to the current or anticipated business or affairs of Buyer which is disclosed directly or indirectly to Supplier. Such “Buyer Confidential Information” includes confidential information, whether disclosed orally, electronically, visually, or in writing, that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, irrespective of whether it is marked as “confidential” during an information exchange with Supplier. In addition, Buyer Confidential Information means any third party’s proprietary or confidential information otherwise disclosed to Supplier while providing goods under the Order. Buyer Confidential Information does not include any information (a) which Buyer lawfully knew without restriction on disclosure before Buyer disclosed it to Supplier, (b) which is now or becomes publicly known through no wrongful act or failure to act of Supplier, (c) which Supplier developed independently without use of Buyer Confidential Information, as evidenced by appropriate documentation, (d) which is hereafter lawfully furnished to Supplier by a third party as a matter of right and without restriction on disclosure, or (e) which must be disclosed pursuant to a requirement of a government agency or law (so long as Supplier provides prompt notice to Buyer of such requirement prior to making any such required disclosure).

Notwithstanding any action or course of dealing engaged in during delivery of any goods under this Order, (1) Buyer retains its right, title and ownership in and to such Buyer Confidential Information, and (2) Supplier shall not divulge any Buyer Confidential Information, except to persons whose job duties require their access to such Buyer Confidential Information to enable Supplier’s completion of the Order (a “Required Disclosure”); furthermore, in the case of any Required Disclosure, Supplier shall exert its best efforts to ensure that any individual receiving such Buyer Confidential Information is under a confidentiality obligation no less stringent than those exercised by Supplier (but in any case, not less than reasonable care to prevent the unauthorized use of Buyer Confidential Information). Supplier is responsible for ensuring compliance with the confidentiality obligations set forth in Section 8 (Handling of Buyer Confidential Information) by its personnel and any other person under its control.

Upon Buyer’s written request, Supplier shall promptly return or destroy all Buyer Confidential Information, in whatever form maintained. If so requested, Supplier shall certify its destruction of any materials embodying the Buyer Confidential Information.

Supplier’s confidentiality, use, and non-disclosure obligations shall survive cancellation, termination, or completion of the Order. To the extent any Buyer Confidential Information constitutes a “trade secret” under the Washington Uniform Trade Secrets Act, RCW 19.108 or any similarly applicable law, Supplier’s obligations with respect to such trade secrets shall continue for so long as such information remains a trade secret under applicable law, notwithstanding any other survival period stated in any written instrument agreed to by Buyer and Supplier.

Pricing. The price for the ordered goods is strictly the price stated on the applicable Order Form. Supplier shall not fill any Order at a price higher than the price stated on the Order Form. If no price is stated, Supplier must notify the “Buyer Representative” (i.e., Buyer’s authorized representative handling the Order) and obtain such Buyer Representative’s prior written approval of the price before filling the Order.

All prices are firm, fixed, and not subject to increase for any reason, including increases in labor, materials, component costs, freight, energy, fuel surcharges, environmental fees, raw materials surcharges, currency fluctuations, duties, tariffs, or any other cost-based or market-based adjustment, unless expressly agreed to in a mutually executed written amendment to the Order Form.

Unless another currency is specified in the Order Form, all pricing is fixed in U.S. dollars. Prices include all boxing, packaging, crating, pallets, labeling, documentation, handling, insurance, and all freight, shipping, and logistics charges necessary to deliver the goods. Delivery is F.O.B. Destination, and Supplier bears all costs and risks of shipment and delivery until the goods have been received and accepted by Buyer.

Supplier warrants that the prices charged to Buyer are not higher than the lowest prices charged by Supplier to any other customer purchasing substantially similar goods in comparable quantities or on comparable terms, including all rebates, discounts, allowances, incentives, or other concessions. Supplier shall immediately and automatically extend to Buyer any lower prices, better terms, enhanced warranties, or more favorable commercial conditions offered to any other such customer during the term of the Order. Buyer shall receive the benefit of any such lower prices or enhanced terms retroactively to the date they were first offered to any other customer.

Supplier shall not impose any additional charge of any kind unless expressly authorized on the face of the Order Form or agreed to in a written amendment signed by Buyer. Taxes shall be governed exclusively by Section 10 (Taxes).

Taxes. Buyer shall not be liable for any taxes with respect to an Order except for transaction taxes, i.e., sales, use, retailers’ occupation, service occupation, excise, ad valorem, value-added, or consumption taxes that are (a) imposed directly on the purchase of goods supplied under the Order and (b) which Supplier is legally required to collect from Buyer. Supplier shall not charge, collect, or attempt to pass through any such taxes if Buyer provides Supplier with a valid tax-exemption or resale certificate applicable to the transaction set forth in the Order Form.

Buyer shall not be liable for, and Supplier shall not charge, collect, remit, or seek reimbursement for, any taxes of any kind other than those expressly permitted above, including but not limited to taxes based on:
- Supplier’s income, gross receipts, employment obligations, fringe benefits,
- franchise, business operations, registration, licensing,
- capital stock, net worth, minimum taxes,
- property ownership or leasehold interests,
- privilege of doing business, or
- any similar governmental assessments or charges.
Any such taxes shall be the sole responsibility of Supplier.

Supplier is solely responsible for timely collecting, reporting, remitting, and paying all taxes for which Supplier is legally responsible. Any tax not specifically itemized on an invoice in accordance with this Section 10 (Taxes) shall be deemed included in the price and may not be charged separately.

Invoices. Supplier shall submit invoices only after delivery and acceptance of conforming goods. Supplier shall ensure that Buyer receives each invoice within three (3) business days of the invoice date. Supplier’s invoices shall include clear references to the Order number, line number (where applicable), release number (where applicable), item number, description of items, sizes, quantities, unit prices and extended totals. If an Order contains more than one item, Supplier’s invoice will make the proper reference.

Taxes, if any that are to be collected by Supplier, shall be stated separately and shall be remitted by Supplier to the appropriate taxing authority. All invoices shall comply with the requirements of each relevant taxing authority and shall contain data and registration numbers enabling Buyer to obtain appropriate credit for any taxes charged.

Supplier shall be conclusively presumed to have waived Supplier’s right to receive payment for products or services covered by any Order if Supplier has not submitted an invoice within the latter of (a) six (6) months of the date of the Order, or (b) three (3) months after receipt of the ordered goods. Supplier’s submission of an invoice shall give rise to a presumption that the charges are the full amount Supplier is due for the products listed on or referred to in the invoice for the purpose of determining the existence of any underpayment. Supplier may submit a supplemental invoice only if it is accompanied by a copy of the original invoice and all documentation reasonably requested by Buyer establishing the validity of Supplier’s claim for underpayment. Supplier does hereby waive any claim for underpayment if a supplemental invoice and supporting documentation have not been furnished within three (3) months after the date of submission of the original invoice.

Failure to comply with the above requirements may result in delayed payment or returned invoices.

Payment. As full consideration for Supplier’s satisfactory provision of the ordered goods, Buyer will pay Supplier’s undisputed invoices not later than thirty (30) days after its receipt, unless a different date is specified in a Master Agreement. Buyer’s payment of such invoice will constitute full and complete satisfaction of all actual and potential fees for the billing period covered by the invoice. Unless otherwise agreed to by Buyer, no partial payments will be made with respect to any such invoice. All payment terms will be calculated based upon the latter of the date of Buyer’s receipt of the goods or the invoice. The payment terms will be considered satisfied based upon date of postmark of payment, or if EFT payment, date of transmission.

Force Majeure. Neither Party shall be liable for a delay in performance of its obligations and responsibilities under this Order due to causes beyond its control, and without its fault or negligence, such as but not limited to war, embargo, national emergency, insurrection or riot, acts of the public enemy, fire, flood or other natural disaster, provided that said party has taken reasonable measures to notify the other promptly in writing, of any delay anticipated due to such force majeure event. Such notice shall be given no later than within 72 hours of the occurrence of the force majeure event. A force majeure event does not include any delays occasioned by work stoppages or strikes at Supplier’s operations or those of its suppliers or subcontractors. Nor shall Supplier’s inability to obtain materials be considered a force majeure event.

Indemnification.
1. Supplier will defend, indemnify and hold the Buyer and its Affiliates (including without limitation, the Buyer) and their respective directors, officers, employees, agents and other representatives (the “Buyer Indemnified Parties”) harmless against any and all claims, demands, disputes, complaints, causes of action, suits, losses, damages, fines, penalties, or other costs and expenses (including costs of investigation and attorneys’ fees) of any kind (a “Claim”) to the extent that: (i) such Claim arises, in whole or in part, due to a dangerous, defective or non-conforming article or good delivered under the Order, and results in the death or injury to any person or loss or damage to any property, (ii) such Claim arises out of Supplier’s violation of any of the covenants set forth in Section 26 (Compliance with Applicable Laws), or (iii) the article(s) or good(s) delivered under the Order infringe upon or misappropriate the intellectual property rights of a third party (in the case of clause (iii), a “Third Party Infringement Claim”).
2. The foregoing indemnification obligation is contingent upon: (i) Buyer’s prompt written notification to Supplier of the Claim; (ii) Buyer’s prompt tender to Supplier of the case and settlement negotiations for such Claim; (iii) Supplier’s control of defense and settlement negotiations related to the Claim; and (iv) Buyer’s reasonable assistance (at Supplier’s expense) in the defense or settlement of such Claim.
3. Further, with respect to any Third Party Infringement Claim, if any article or good delivered under the Order is held to be infringing (or where Supplier believes it may be infringing), Supplier may, at its expense and option: (i) obtain for Buyer the right to continue using such article(s) or good(s); or (ii) modify or replace such article(s) or good(s) with non-infringing ones having similar or enhanced functionality. Supplier will not be liable to the Buyer to the extent any Third Party Infringement Claim is based upon: (i) modification, addition, extension or enhancement of the article(s) or good(s) made by anyone other than Supplier or anyone at Supplier’s direction; or (ii) continued use of the article(s) or good(s) by Buyer, after receiving notice from Supplier that such use could result in a claim of infringement and Buyer had a reasonable period of time to replace such article(s) or good(s) with a non-infringing version or with a substitute item with similar functionality which was offered by Supplier to Buyer at no additional cost.

Insurance. Supplier shall maintain customary insurance coverages in furtherance of its performance hereunder. Upon Buyer’s request, Supplier shall provide Buyer with certificates of insurance or evidence of coverage from companies meeting an A.M. Best rating of at least A-VII showing that Supplier is covered before commencing performance of the Order. Supplier shall provide adequate coverage for any Buyer Property under Supplier’s care, custody or control. Such insurance coverage shall name Buyer as an “Additional Insured” and shall be primary and non-contributory to any insurance available or maintained by Buyer. These requirements cannot be waived, except in a written instrument signed by Buyer’s authorized representative. Properly endorsed Certificates of Insurance shall be sent to the following address ten (10) days prior to commencement of the Order, and upon renewal of insurance policies:

Sedron Technologies, LLC
P.O. Box 31
Sedro-Woolley, WA 98284

Supplier shall promptly notify Buyer of the cancellation of any such insurance meeting the foregoing obligations, and in such case, shall promptly replace any such cancelled insurance so as to eliminate any coverage gaps.

Warranty. Supplier expressly warrants that all goods supplied under any Order: (a) shall strictly conform to all specifications, drawings, samples, and other descriptions furnished or approved by Buyer; (b) shall be new, of good material and workmanship, free from defects in design, materials, and manufacture, and free and clear of all liens, claims, and encumbrances; and (c) shall be merchantable and fit for Buyer’s intended purposes. These warranties are in addition to all other warranties available under the Uniform Commercial Code and shall survive inspection, acceptance, payment, and use of the goods supplied under the Order. Supplier may not limit, disclaim, or exclude any warranties. Unless a longer period is specified, the warranty period shall be not less than twelve (12) months from Buyer’s acceptance of the goods hereunder. All remedies available to Buyer are cumulative and in addition to those available at law or in equity.

Limitation of Liability. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL BUYER BE LIABLE FOR DAMAGES FOR LOSS OF PROFIT OR BUSINESS OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING FROM OR AS A RESULT OF THESE TERMS AND CONDITIONS, ANY ORDER OR AGREEMENT BETWEEN THE PARTIES RELATING TO THE GOODS SUPPLIER PROVIDES, EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF A PARTY HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY OR OTHERWISE.

Packaging. Unless otherwise specified, the products Supplier sells to Buyer shall be (1) packed, packaged, marked and otherwise prepared for shipment in a manner which is in accordance with good commercial practice, (2) acceptable to common carriers for shipment at the lowest rate for the particular goods and in accordance with applicable regulations, and (3) adequate to insure safe arrival at the named destination. Supplier agrees to mark all containers with appropriate and customary lifting, handling, and shipping information, together with applicable Order numbers and dates. Supplier shall enclose in all shipments a packing list showing the Order number, the exact quantity and description of the goods shipped. Shredded paper, or any other loose type of packaging that would likely pose a FOD hazard (i.e., Foreign Object Debris hazard) shall not be used. Foam in-place type cushioning is Buyer’s preferred practice.

Any products or materials that constitute, contain, or may generate “hazardous materials” (as defined under any applicable environmental, health, safety, transportation, or hazardous waste laws or regulations) must be packaged, labeled, handled, stored, and shipped in full compliance with all applicable laws, rules, regulations, and industry standards. Supplier is solely responsible for ensuring such compliance and for providing Buyer with all necessary documentation, SDS sheets, and certifications mandated by applicable law or otherwise customarily used within the industry.

Delivery. The Supplier shall comply with Buyer’s shipping, delivery, installation and startup requirements, and shall deliver shipments in amounts equal to the amounts identified in the Order; any partial shipments, changes or substitutions in specifications require Buyer’s prior written consent. Supplier shall affirmatively report to Buyer any delay in scheduled delivery time or date; in the case of Supplier’s indication of its inability to comply with the schedule set forth on the Order, Buyer may, at its option, partially or fully cancel any such Order.

If the date or time is not specified on the Order, Supplier shall procure materials, fabricate, assemble and ship goods only as authorized by shipment release dates or times Buyer issues to Supplier.

At Supplier’s expense, Buyer may return any over-shipments as specified in Section 21 (Acceptance of Product) below.

Upon commercially reasonable notice, Buyer may suspend schedules specified in the Order or shipment releases.

If, in order to meet a schedule, it becomes necessary for Supplier to ship by a more expensive mode than specified on the Order, Supplier shall pay any resulting premium transportation cost, unless Supplier establishes, in the Buyer’s reasonable judgment, that the necessity for the change in routing is the result of a force majeure event.

Buyer’s acceptance of any late or incomplete shipment shall not constitute a waiver of any right to collect damages for undelivered goods or for late delivery.

Supplier acknowledges that Buyer benchmarks its suppliers, in part, based upon their on-time delivery performance. Buyer may ask Supplier to undertake corrective action if Supplier’s delivery performance falls below the Buyer’s delivery standards.

Risk of Loss. Supplier shall deliver all articles specified on the Order to the location(s) identified on the Order at Supplier’s own risk. Title and risk of loss shall transfer to Buyer only upon delivery to and acceptance by Buyer at the delivery location specified in the Order.

Acceptance of Product. Buyer’s payment for delivered goods does not constitute its acceptance. Buyer reserves its right to inspect delivered goods and reject or require replacement (at Supplier’s expense) of any ordered goods which, in Buyer’s reasonable judgment, are defective or otherwise non-conforming. After providing commercially reasonable advance notice, Buyer may inspect Supplier’s manufacturing operations, handling and storage of products and raw materials, including the nature and type of equipment used to manufacture any of the ordered goods. No inspection or test made prior to final acceptance shall relieve Supplier for any identified defects or other failure to meet the T&C’s contractual requirements.

Return of Rejected Items. Articles rejected by Buyer, together with any articles or goods supplied in excess of those quantities ordered under the Order, may be returned to Supplier, who shall reimburse Buyer for its reasonably incurred return costs, including those associated with unpacking, examining, repacking, and reshipping rejected or surplus goods to Supplier.

Latent Defects. If, upon inspection of any articles or goods delivered hereunder, Buyer discovers any latent defect or other non-conformity which deteriorates its finished product(s), Buyer does hereby reserve its right to require replacement of such goods and demand Supplier’s payment of any resulting damages. When one or more rejections jeopardize Buyer’s production schedule, Buyer may, at its sole discretion, charge Supplier for the reasonable costs of increased or accelerated inspection of Supplier’s products to ensure such defects or non-conformities do not impact Buyer’s production of its finished goods.

Supplier understands that its quality performance will be regularly monitored by Buyer. Corrective actions may be issued to Supplier for performance below Buyer standards.

Assignment/Delegation/Subcontracting. Supplier may not assign, delegate, subcontract or transfer any Order, the work required to be performed to complete any Order or any payments to be made hereunder without Buyer’s prior written consent. In the event of agreed delegation or subcontracting, Supplier shall continue to be liable with respect to all obligations or liabilities assumed by it hereunder and hereby guarantees satisfactory performance of the Order and these T&Cs by its delegate or subcontractor.

Supplier shall enter into a written agreement with any permitted subcontractor, which, at a minimum, meets the insurance requirements of these T&Cs and includes provisions protecting Buyer’s Confidential Information in a manner consistent with the terms of these T&Cs. All claims for monies due or to become due from Buyer shall be subject to deduction by Buyer for any setoff or counterclaim arising out of this or any other orders with Supplier whether such setoff or counterclaim arises before or after such assignment, delegation, subcontracting or transfer by Supplier.

Export/Import. Any export credits shall belong to Buyer, and Supplier shall, at its own cost, furnish all documents required for international shipments, and upon request, all documents required by Buyer to obtain export credits and customs drawback and remission. Supplier shall include a priced invoice with the master packing slip for international shipments. Upon Buyer’s request, Supplier shall furnish certificates that identify the country of origin of the materials used in the goods Buyer purchases from Supplier and the value added thereto in each country.

Compliance with Laws.
1. GENERAL. Supplier shall comply fully with all applicable federal, state and local laws in the performance, including but not limited to, all applicable employment, tax, export control and environmental laws.
2. EQUAL EMPLOYMENT OPPORTUNITY. Supplier is an Equal Opportunity Employer and complies with Executive Orders 11246 and 13496. The Equal Opportunity clauses set forth in FAR 52.222-26, 29 C.F.R. Part 471, Appendix A to Subpart A, 41 C.F.R. 60-1.4, 41 C.F.R. 60-300.5, and 41 C.F.R. 60-741.5 are hereby incorporated by reference. Supplier shall include the substance of this provision in all subcontracts related to the Goods.
3. HAZARDOUS MATERIALS. If any ordered articles include hazardous materials, Supplier represents and warrants that it understands the nature of all hazards associated with the manufacture, handling, use, and transportation of such hazardous materials. Supplier shall pack, label, document, and ship all hazardous materials in full compliance with all applicable environmental, health, and safety laws, rules, and regulations.
4. ENVIRONMENTAL, HEALTH AND SAFETY COMPLIANCE. Supplier represents and warrants that all articles supplied under these T&Cs comply with all applicable national, state, local, and international environmental, health, safety, and product-safety laws, regulations, treaties, directives, and other legal requirements relating to the manufacture, distribution, use, and sale of such articles, including requirements governing the presence or use of chemicals or materials in products. These include, without limitation: the U.S. Toxic Substances Control Act (TSCA); applicable U.S. federal and state product-safety laws; the European Union Restriction of Hazardous Substances Directive (RoHS) and other applicable EU product-safety directives; and international chemical-management controls such as the Montreal Protocol on Substances that Deplete the Ozone Layer. In addition, this includes, without limitation, compliance with all applicable U.S. state chemical-disclosure, product-content, and environmental-reporting laws, including those of the states into which the articles are shipped, sold, or introduced into commerce (e.g., Washington State). Supplier shall obtain from all subcontractors performing work related to the manufacture or delivery of the ordered goods written agreements ensuring compliance with this requirement. Supplier shall furnish reasonably requested documentation, including test reports and other documents prepared by certified and accredited testing laboratories relating to lead, phthalates and heavy metals content in any ordered goods, to enable Buyer to verify its own compliance with product safety laws and determine the environmental, health or safety effects of materials or chemicals contained in or used by any article or good provided to or delivered under the Order. Supplier shall promptly notify Buyer in writing upon becoming aware of any actual or potential noncompliance, regulatory inquiry, or change in applicable law that could affect the compliance of any ordered goods.
5. CUSTOMS. Upon Sedron’s request, Supplier will promptly provide Sedron with a statement of origin for all Goods and United States Customs documentation for Goods wholly or partially manufactured outside of the United States.
Remedies. Buyer’s remedies shall be cumulative and shall include any remedies allowed by law. Waiver of any breach by Buyer shall not constitute Buyer’s waiver of any other breach of the same or any other provision. Acceptance of any items or payments therefore shall not waive any breach.

Non-Exclusive Agreement. These T&Cs set forth a non-exclusive agreement between the Parties. Buyer may engage any third party to provide goods that are the same as or similar to those supplied by Supplier. Supplier may advertise, offer, and provide its goods to others so long as such activities do not conflict with or breach Supplier’s obligations hereunder, including without limitation, its confidentiality obligations set forth herein.

Notices. Except for Orders, which may be sent by local mail, facsimile transmission, or electronically transmitted, all notices, and other communications hereunder shall be in writing, and shall be addressed to Supplier or Buyer, and shall be considered given when (a) delivered personally, (b) sent by confirmed telex or facsimile, (c) sent by commercial overnight courier with written verification receipt, or (d) three (3) days after having been sent, postage prepaid, by first class or certified mail.

Survival of Obligations. Any obligations and duties which by their nature extend beyond the expiration or termination of these T&Cs shall survive the expiration or termination hereof.

Governing Law/Submission to Jurisdiction. These Terms & Conditions shall be governed by and construed in accordance with the laws of the State of Washington, exclusive of its conflict-of-law rules and the U.N. Convention on Contracts for the International Sale of Goods. Supplier irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the State of Washington and irrevocably waives any objection to venue, personal jurisdiction, or forum non conveniens in any action arising out of or relating to these Terms & Conditions or the transactions contemplated hereby.

If either Party initiates or is required to participate in any action, claim, counterclaim, arbitration, bankruptcy proceeding, or other legal proceeding to enforce or defend any provision of these Terms & Conditions, the prevailing party shall be entitled to recover all reasonable costs and expenses incurred, including attorneys’ fees, expert fees, and costs of investigation, at all stages of the matter including trial, appeal, and enforcement of any judgment or award.

Language. The Parties confirm that it is their wish that these T&Cs, as well as any other documents relating hereto, including all Orders, notices, schedules, authorizations, attachments and amendments, have been and shall be drawn up in the English language only.

Entire Agreement. These T&Cs, together with any documents expressly incorporated by reference, constitute the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, negotiations, representations, warranties, understandings, and agreements, whether oral or written. Notwithstanding the foregoing, any non-disclosure or confidentiality agreement entered into between the Parties (or, as applicable, their respective Affiliates) shall survive the expiration or termination of these T&Cs and, in the event of any conflict or inconsistency, shall control and govern with respect to confidentiality and use of confidential information.

If Buyer acquires, is acquired by, merges with, or otherwise succeeds to the rights of an entity that is party to a written contract with Supplier (each a “Legacy Contract”), Buyer may, at its sole discretion and upon written notice to Supplier, (a) terminate the Legacy Contract and/or (b) elect to have these T&Cs govern all transactions between Supplier and Buyer (including its Affiliates) from and after the effective date specified in such notice. However, Buyer is not required to provide notice to or obtain any written consent from Supplier with respect to any change of control, whether by merger, sale, recapitalization, reorganization or otherwise.

Independent Contractor. Supplier is, and shall at all times remain, an independent contractor in its performance of the work under the Order. Nothing herein or the Order shall be construed to create a partnership, joint venture, agency, or employment relationship between Supplier and Buyer.

Amendments. No amendment, modification, waiver or termination of any provision of these Terms & Conditions shall be effective unless it is in a written instrument that expressly states it amends, modifies, waives or terminates these T&Cs and is executed by a duly authorized representative of each Party. For the avoidance of doubt, no oral statement or conduct shall constitute or evidence any amendment, modification, waiver or termination.

Severability. Whenever possible, each provision of these Terms & Conditions will be interpreted in such manner as to be effective and valid under law, but if any provision is held to be invalid, illegal or unenforceable under any law in any jurisdiction, such invalidity, illegality or unenforceability will affect no other provision or any other jurisdiction, and, for purposes of such jurisdiction, such provision or portion thereof will be struck from the remainder hereof, which will remain in full force and effect. These T&Cs will be reformed, construed and enforced in such jurisdiction to best give effect to the intent of the Parties hereto.

Release of Information and Advertising. Supplier shall not, without Buyer’s prior written consent, make any disclosure, news release, public announcement, or advertisement, or otherwise confirm or deny any information concerning this Order or Buyer’s purchase of the goods referenced herein. Supplier shall not use Buyer’s name, trademarks, or the existence of this relationship in any marketing or promotional materials. Notwithstanding the foregoing, Supplier may disclose information to authorized government authorities only to the extent required by applicable law; provided, however, that, unless prohibited by such law, Supplier shall (a) promptly notify Buyer of the nature and scope of the request, and (b) cooperate with Buyer in construing and responding to any subpoena, demand, or government inquiry relating thereto.

Order Acknowledgment. Unless otherwise directed by Buyer, Supplier shall review all Order requirements and provide the Buyer’s representative e-mail acknowledgement and acceptance of the Order with a confirmed ship date.

Additional Terms Applicable to Supplying Quality-Critical Goods

Quality-Critical Goods. Additional terms apply to our procurement of “Quality-Critical Goods”, which shall consist of any of the following goods: manufacturing components, fabricated parts, assemblies, sub-assemblies, or other goods reasonably intended for use in Buyer’s manufacturing, fabrication, engineering, or production processes. In such case, the T&Cs for the Order shall also include those additional terms and conditions set forth in Sections 39, 40, 41, 42, 43, and 44, together with Schedule 1 (Buyer’s Service Quality Assurance Program), it being understood that such terms and conditions constitute material consideration in our selection of you as the Supplier.

Quality Assurance Program, Traceability & Change Control. With respect to its Quality Critical Goods, Buyer maintains a Quality Assurance Program which mandates its manufacturing, engineering, fabrication and other quality-critical suppliers meet or exceed ISO 9001 requirements. Any goods that, by their nature, involve Buyer’s manufacturing, engineering, fabrication or other quality-critical activities of the business, shall be subject to Schedule 1 (Quality Assurance Program for Quality-Critical Goods), unless Buyer expressly confirms in writing that Schedule 1 does not apply to Supplier’s Order(s). So long as Supplier is engaged in delivering one or more Orders subject to Schedule 1, Supplier shall maintain a quality management system compliant with our Quality Assurance Program, including without limitation, maintenance of traceability, process controls, inspection records, calibration records, product safety, counterfeit parts prevention and corrective action procedures.

Right of Access. Buyer, its customers, and applicable regulatory authorities shall, upon provision of reasonable advance notice, have the right of access, at any level of the supply chain, to the facilities, processes, personnel, and records involved in fulfilling the Order. Buyer reserves the right to witness any production tests, inspections, or verifications, including final inspection made prior to shipment. Acceptance of this Order constitutes Supplier’s agreement to its provision of such access rights.

Nonconforming Material Control. Supplier shall promptly identify, contain, and segregate all actual or suspected nonconforming material related to any Order and shall immediately notify the Buyer for written instructions. Supplier shall not ship or deliver any nonconforming material to Buyer without the Buyer’s prior written approval. Upon Buyer’s request, Supplier shall provide root-cause analysis, corrective action, and supporting documentation.

Parts Obsolescence. Supplier shall provide Buyer with reasonable advance written notice of any planned discontinuance of any article purchased under this Order or any other material change which may reasonably be expected to impact Buyer’s procurement decisions. In the event of a discontinuance of any article purchased under this Order, Supplier (1) shall allow Buyer to submit a forecast of expected annual usage prior to finalizing its decision to discontinue said article(s), and (2) shall extend an opportunity to Buyer to place “last time buys” of any such article(s) with deliveries not to exceed twelve (12) months after the last time buy date.

Schedule 1
Buyer’s Service Quality Assurance Program

Applicability. This Schedule 1 describes Buyer’s Service Quality Assurance Program, and it applies (i) when incorporated by reference through Buyer’s Terms and Conditions for Goods to Quality-Critical Goods (defined below), or (ii) when incorporated by reference through Buyer’s Terms and Conditions for Services to Quality-Critical Services (defined below).

Certain Defined Terms.

“Quality-Critical Goods” consist of any of the following goods: manufacturing components, fabricated parts, assemblies, sub-assemblies, or other goods reasonably intended for use in Buyer’s manufacturing, fabrication, engineering, or production processes.

“Quality-Critical Services” refers to any services that directly or indirectly affect the Buyer’s manufacturing, engineering, fabrication, assembly, testing, inspection, or other quality-sensitive operations, whether such services are performed on-site or off-site.

Acknowledgment. Supplier acknowledges that Company maintains a Quality Assurance Program aimed at ensuring a high-quality level for externally provided goods and services. While performing such Quality-Critical Services, the Supplier shall maintain a quality management system compliant with ISO 9001.

Quality Assurance Program. Supplier shall perform in accordance with documented, controlled processes and shall maintain appropriate records evidencing compliance, including, as applicable: service procedures, work instructions, personnel qualifications and training records, service logs, inspection or review records, incident reports, and corrective action documentation.

Supplier shall ensure that personnel performing any services are competent, trained, and qualified for their assigned roles and that subcontractors engaged in performing services are subject to equivalent quality and control requirements.

Supplier shall not make any material changes to services without the Company’s prior written approval, including changes to:
1. service scope or methodology;
2. key personnel assigned to the Services;
3. tools, systems, or technologies used to perform the Services;
4. service delivery location or use of offshore or third-party resources;
5. subcontractors or sub-tier suppliers;
6. Supplier’s ownership or control;
7. Supplier’s senior leadership materially responsible for service delivery; or
8. any circumstance that could reasonably be expected to affect service quality, continuity, compliance, or customer impact.
Supplier shall promptly notify the Company of any service nonconformance, material service failure, or deviation from agreed service requirements and shall implement corrective actions to prevent recurrence. Upon reasonable notice, the Company may audit Supplier’s service delivery processes, records, and applicable sub-tier suppliers to verify compliance with these requirements.

Supplier’s failure to comply with these requirements or provide timely notice of material changes or service nonconformances shall constitute a material breach of the Terms & Conditions.

Last Updated: 1/30/2026

Sedron Technologies, LLC (the “Company”)
Terms & Conditions for the Procurement of Services
(the “Terms & Conditions” or “T&Cs”)

Terms & Conditions for Purchase of Services from Service Provider. These Terms & Conditions attach to an order for the purchase of services (each, an “Order”) from the supplier/service provider identified on an “Order Form” (the “Service Provider”, “Supplier”, or “you”) issued by Sedron Technologies, LLC (the “Company”, “we”, “us” or “our”) or its applicable Affiliate. Such “Order Form” may be a Purchase Order, Statement of Work or similar written instrument issued by the Company.

Your Acceptance; Exclusive Terms. Service Provider’s acknowledgment or commencement of performance shall constitute acceptance of the Order Form. Company hereby rejects all additional or different terms proposed by Service Provider. No such additional terms shall become part of the contract unless contained in a written amendment expressly agreed to by Company.

If the Company issues an Order in response to an offer made by Service Provider, and if any of these T&Cs add to, vary from or conflict with any terms of such Service Provider’s offer, then Company’s issuance of the Order shall constitute an acceptance of Service Provider’s offer subject to the express condition that Service Provider assents to the additional, different and conflicting T&Cs and acknowledges that the Order and these T&Cs shall constitute the entire agreement between Service Provider and Company with respect to the Order.

Service Provider hereby assents to and accepts these T&Cs, unless Service Provider promptly notifies Company to the contrary in a writing signed by Service Provider’s authorized representative; such prompt notice must be communicated in writing no later than seven (7) calendar days after Service Provider’s receipt of the Company’s Order.

Notwithstanding the foregoing, Service Provider shall not be authorized to commence Services, and the Company shall have no obligation to permit performance or make payment, unless and until Service Provider has satisfied all prerequisites for commencement of Services, including without limitation delivery of required insurance certificates and other documentation requested by the Company. Any purported acceptance prior to satisfaction of such prerequisites shall be deemed conditional and of no force or effect unless and until such prerequisites are fully satisfied.

Master Agreements. In some instances, the procurement relationship between Company and Service Provider results in a written master agreement (“Master Agreement”) separately negotiated and accepted by Company and Service Provider (each, a “Party” and together, the “Parties”). In these cases, these T&Cs shall be superseded and replaced by terms and conditions expressly set forth in such Master Agreement.

T&Cs: Not Applicable to Goods. These T&Cs apply solely to Company’s procurement of Services from Service Provider. Any delivery of any goods by Service Provider shall be made pursuant to our Terms & Conditions for the Purchase of Goods, or if so applicable, a separate, written Master Agreement accepted by both Parties. For illustration purposes only, if a supplier of goods provides us with installation services in connection with delivery of goods to us, our T&Cs for the Procurement of Goods would apply to supplier’s provision of such goods, but such supplier’s installation work would be subject to our T&Cs for the Procurement of Services (or if applicable, a Master Agreement).
By way of example, if a supplier of goods provides installation services, these T&Cs would not apply to its supply of goods (instead, the T&Cs for the Purchase of Goods would apply), and in such case, its installation work would be subject to these T&Cs for the Procurement of Services.

Defined Terms & Definitions. Whenever used in these T&Cs with initial letters capitalized, and in addition to terms defined elsewhere herein, the following terms have the meanings set forth below:

“Affiliate” means any entity that, directly or indirectly, is in the control of, is controlled by, or is under common control with a Party.

“Confidential Information” means all non-public information of a confidential or proprietary nature in any form or medium that relates to the business, products, services, tangible and intangible assets (including without limitation any Intellectual Property) of a Party or any of its Affiliates or their respective suppliers, distributors, customers, independent contractors or other business relations. Such information shall be deemed “confidential” irrespective of whether it is formally marked or labeled confidential by a Party or its representatives.

“Deliverables” means any deliverable ordered or received under a PO or SOW, including but not limited to all studies, reports, documents, data, information, notes, computer programs, software, results, and other items delivered to Company by Service Provider as part of the Services rendered pursuant to these T&Cs.

“Governmental Entity” shall mean any national, state, county, municipal, local or foreign government, any instrumentality, subdivision, court, administrative agency or commission or other governmental authority or instrumentality, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental or quasi-governmental authority.

“Goods” means any articles, materials, equipment, components, supplies, or other tangible items furnished by Service Provider.

“Intellectual Property” refers to all patent rights, copyrights, trade secret rights, moral rights, all rights in relation to registered and unregistered trademarks (including service marks), technical advantages, methods of production, general research and development, protectable ideas, processes, designs, systems, manufacturing, methods, suppliers, customers, and certain other trade secrets, proprietary information and know-how and all other intellectual property rights of any kind anywhere in the world, together with all applications for or to register any of the foregoing any rights to renew, extend or otherwise improve any of the foregoing (and all continuations, continuations in part, divisional applications and renewals thereof).

“Intellectual Property Embodiments” shall mean items including the following: (a) works of authorship (whether copyrightable or not), including software (in any form), technical manuals, user manuals, and other documentation, algorithms, APIs, databases, data collections, diagrams, network configurations, architectures, protocols, schematics, specifications, and fonts; (b) inventions (whether or not reduced to practice), and all improvements thereto, techniques, methods, and processes (whether or not patentable); (c) trade secrets and proprietary information, (including ideas, results, records, and proposals for research and development and consulting work, know how, formulae, samples, compositions, manufacturing and production processes and techniques, operating and testing procedures, processes, test results, technical and non-technical data, designs, drawings, specifications, manuals, instructions, tables, reports, customer and supplier lists and particulars, pricing and cost information, quotations, brochures and other sales, marketing and promotional information and business and marketing plans and proposals), in each case whether or not secret or confidential (and including any rights for the same to be kept secret or confidential) in any form including paper, electronically stored data, magnetic media, or film; (d) domain names, URLs, and web sites; and (e) trademarks, logos, service marks, trade names and other brand identifiers, interfaces, in each case whether or not registered with a Governmental Entity or embodied in any tangible or intangible form, whether subsisting now or in the future, and all copies and tangible embodiments thereof (in whatever form or medium).

“Intellectual Property Rights” means all (i) patents, patent disclosures and inventions (whether patentable or not), (ii) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (iii) copyrights and copyrightable works (including computer programs and software), works of authorship and rights in data and databases, (iv) trade secrets, know-how and other confidential, non-public or proprietary information, and (v) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.

““Laws” means all applicable laws (including common law), statutes, rules, regulations, ordinances, judgments, orders, decrees, injunctions and writs of any Governmental Entity (including all judicial interpretations thereof).

“Purchase Order” or “PO” means any purchase order(s) for Services or Deliverables issued by Company to Service Provider under these T&Cs.

“Service Provider Background Intellectual Property” means its pre-existing Intellectual Property, but for clarity’s sake, does not include general engineering concepts, publicly know or industry-standard principles or improvements, designs or systems independently developed by or on behalf of Company without use of Service Provider Confidential Information.

“Services” means the services performed or to be performed by Service Provider under these T&Cs and described under an applicable Statement of Work or Purchase Order, as applicable.

“Statement of Work” or “SOW” means a written order agreed upon and signed by both Parties for the performance of specific Services or delivering of Deliverables under these T&Cs.

Statements of Work; Purchase Orders; Change Orders. On behalf of the Buyer, the Company may Request that the Service Provider performs Services for, or delivers Deliverables to, Company or any of its Affiliates by executing a Statement of Work or Purchase Order, which shall contain a written project description specifying material items, including the Services to be rendered, the Deliverables to be delivered and the Fees (as defined below) to be paid.

Any changes to the Services to be rendered or Deliverables to be delivered shall be made by a written “Change Order”, specifying the addition or deletion of Services or Deliverables, suspension of performance, changes in schedules or locations for performance, and any other changes as are mutually agreed upon by the Parties. Any such Change Order shall be executed by both Parties. Service Provider shall perform Services in accordance with these Terms & Conditions and any specific terms set out in an applicable SOW, PO or Change Order.

Universal Service Requirements. Service Provider’s delivery of Services (and the Deliverables delivered in connection therewith) shall abide by the following provisions:
1. Compliance with Laws. Service Provider and its personnel shall perform the Services in compliance with all applicable laws, rules and regulations.
2. Compliance with Company Policies & Procedures. Service Provider shall take commercially reasonable steps to ensure that personnel assigned to provide the Services abide by all Company policies and procedures for which such personnel are assigned, including, by way of example, to any applicable policies or procedures promoting environmental, health and safety in the workplace or at one of the Company’s sites. The Company shall provide Service Provider with copies of any of its applicable policies and procedures. All Service Provider personnel assigned to work on any project for Company shall be subject to customary confidentiality restrictions requiring such employees not to disclose confidential information to any third party, except for those limited, permitted disclosures made solely in furtherance of such employee’s work on behalf of Company.
3. Confidentiality Requirements. As a condition to performing any Services, Service Provider shall execute and deliver a non-disclosure or confidentiality agreement (“NDA”) acceptable to Company. Except as otherwise specified herein, the NDA shall govern the protection, use, and disclosure of any Confidential Information exchanged in connection with the Services and shall survive and control in the event of any conflict with these Terms & Conditions.
4. Audit Guidelines. Upon receipt of commercially reasonable notice, Service Provider shall facilitate access to any records and personnel required to respond to any compliance audit required and ordered by Company to satisfy its internal policies and applicable law. Company will bear all costs and expenses arising out of the performance of any such audit.
5. Provision of Infrastructure. Unless otherwise provided in writing, Company is solely responsible for the costs or expenses of acquiring any infrastructure required to support its use of the Services.
6. Time Estimates; Reasonable Cooperation. Service Provider shall use its best efforts to meet their delivery estimates. Company shall provide reasonably requested assistance in connection with performance hereunder.
7. Acceptance Criteria. Acceptance criteria for any Deliverables shall be set forth in an applicable SOW or PO.
8. PII Protections. Each Party shall exercise reasonable precautions to avoid the exchange of any personal identifiable information or similar protected information (“PII”) to the other Party, but to the extent any such PII is exchanged inadvertently or otherwise, any receiving Party shall take commercially reasonable steps to secure its use, return or removal from its systems in compliance with applicable law.
9. No liability for Data Loss. Absent any gross negligence or willful misconduct, Service Provider shall not be responsible for any loss of data or other materials in connection with performance of its obligations hereunder. Company hereby acknowledges that it is solely responsible for back-up of its data.
10. General Business Activity Restrictions. Service Provider shall take commercially reasonable precautions to ensure that personnel assigned to perform Services abide by the Company’s Code of Conduct, and, in addition, do not (1) conduct non-Company related business activities while working at any Company worksite, (2) send or receive non-Company related mail or e-mail through the mail or e-mail system of Company, or (3) sell, advertise or market any products or distribute printed, written or graphic materials on Company’s premises.
11. Personnel: Background Checks. Service Provider acknowledges that, if requested, its personnel may be required to submit to background checks prior to their provision of Services. Service Provider shall provide timely assistance with such verification process, which may include a criminal background check covering federal, state and the counties in which the person was employed or resided (typically for a period of the prior seven (7) years). Where permitted by applicable law, copies of any report shall be provided to Company.
12. Personnel: Drug Testing. Service Provider acknowledges that Company may procure drug tests for personnel assigned to provide the Services. The report evidencing the results shall be provided directly to Company.

Specific Services Requirements for Manufacturing, Engineering, Fabrication & Assembly Service Work. Service work performed in furtherance of Buyer’s manufacturing, engineering, fabrication and assembly processes shall meet quality-sensitive standards for Buyer’s industry. Schedule 1 (Service Quality Assurance Program) is hereby incorporated into and forms part of these T&Cs. Any Services that, by their nature, involve manufacturing, engineering, fabrication, assembly, or other quality-critical activities shall be subject to Schedule 1 (Service Quality Assurance Program), unless the Company expressly confirms in writing that Schedule 1 (Service Quality Assurance Program) does not apply to such Services.

[Not Applicable / Intentionally Omitted.]

Insurance Requirements. Service Provider shall procure and maintain, or cause to be procured and maintained, insurance of the types and in the minimum amounts set forth below, issued by insurers rated A- or better by A.M. Best, unless otherwise approved in writing by Company. If any required coverage is not available on commercially reasonable terms at commercially reasonable rates, Service Provider may propose alternate coverage upon prior written approval by Company.
1. Universal Coverage Requirements for All Service Providers include:
  1. Commercial general liability with combined single limits for Bodily Injury and Property Damage with a minimum limit of $1,000,000 per occurrence and $2,000,000 in the aggregate;
  2. Automobile bodily injury and property damage liability insurance covering automobiles owned or hired by Service Provider with a limit for bodily injury and property damage of $1,000,000 per occurrence;
  3. Workers compensation insurance covering Service Provider’s employees as required by law and employer’s liability insurance with a limit of $1,000,000;
  4. Umbrella excess liability coverage with an aggregate limit of $5,000,000.
    Notwithstanding the foreoing, the Company reserves its right to set higher limits based on the scope and complexity of the Services, the value of the underlying work and other commercially customary and reasonable factors considered in the Company’s Risk Manager’s sole discretion.
2. Cyber Liability is also a universal requirement. Service Provider shall maintain cyber liability insurance covering network security liability, privacy liability, data breach response costs (including notification, forensic investigation, credit monitoring, and regulatory response), and cyber extortion, with limits of not less than $1,000,000 per claim and $2,000,000 aggregate, or such higher limits as may be determined in the sole discretion of the Company’s Risk Manager. Such coverage is required in light of Service Provider’s access to or receipt of Company confidential, proprietary, or security-sensitive information in connection with the Services. Company may, in its sole discretion, waive or modify the cyber liability insurance requirements for a specific Service Provider or category of Services upon written confirmation, without waiving such requirements for any other Service Provider or Services.
3. Other Universal Requirements. Service Provider’s liability policies shall name “Sedron Technologies, LLC”, and their respective directors, officers, and employees, as “Additional Insureds” on a primary and non-contributory basis, where commercially available. Service Provider shall provide certificates of insurance and, upon request, copies of endorsements evidencing the required coverages prior to commencing Services and upon renewal. Coverage shall not be materially reduced or canceled without at least thirty (30) days’ prior written notice to Company. The insurance requirements set forth herein shall not be construed to limit or reduce Service Provider’s obligations, liabilities, or indemnification responsibilities under these T&Cs. For clarity’s sake, the applicability of insurance requirements under this Section 10 (Insurance Requirements) shall be determined by the Services actually performed and shall not depend on whether such requirements are referenced in a PO, SOW, or similar ordering document.
4. Certain Coverage Requirements for Professional, Engineering, and Design Services. Service Providers that, by their nature, perform professional, engineering, architectural, surveying, or other design-related services shall maintain the following additional coverage, as applicable:
  1. Professional Liability (Errors & Omissions) insurance covering acts, errors, or omissions arising out of the performance of professional services under these T&Cs, with limits of not less than $1,000,000 per claim and $2,000,000 aggregate, or such higher limits as Company’s Risk Manager may reasonably require based on the scope, complexity, or value of the Services. Such coverage shall be maintained for a minimum of two (2) years after the completion of the applicable Services.

Fees & Expenses.
1. Payment for Services. Company will pay Service Provider the fees, rates and charges (including any related expenses) by the dates and upon the terms set forth in the applicable SOW, PO or Change Order (“Fees”). Unless otherwise indicated in applicable SOW or PO, all Fees will be due and payable in arrears on a calendar month basis and any Fees computed monthly will be prorated for any partial month. Fees will be due thirty (30) days after Service Provider submits the corresponding invoice to Company. All invoices shall contain reasonable detail and supporting documentation. In the event of an invoice dispute, Company shall deliver a written statement to Service Provider no later than five (5) days before the date payment is due on the disputed invoice listing all disputed items and providing a reasonably detailed description of each disputed item. Amounts not so disputed shall be deemed accepted and shall be paid, notwithstanding disputes on other items, within the period set forth above. Parties shall seek to resolve all such disputes expeditiously and in good faith. Service Provider shall continue performing the Services that are not subject to disputed amounts in accordance with these T&Cs pending resolution of any other dispute, and Company shall continue paying for the undisputed Services.
2. Service Provider shall be reimbursed expenses based upon actual costs (i.e., no markup) consistent with the Company’s expense reimbursement policies in effect during the Term. Such expenses shall be documented and submitted consistent with the payment and processing requirements specified for Fees above.
3. Any further details, including billing and invoicing Points of Contact, etc., shall be set forth in an applicable Statement of Work, PO, or Change Order.
4. Fees shall be fixed in an applicable SOW, PO or Change Order. Unless otherwise required by applicable law (including any applicable PWA regulation), any adjustments after the initial Term shall not exceed amounts in excess of the percentage change in the U.S. Consumer Price Index, as published by the U.S. Bureau of Labor Statistics (or like successor index), measured over the preceding 12-month period. Any increase shall be effective only after 30 days’ prior written notice to the Company.
5. Service Provider represents and warrants that the rates, charges, discounts and other terms offered to the Company for the same or substantially similar Services are no less favorable than those offered to any other customer of Service Provider purchasing equivalent Services in comparable quantities or volumes and under substantially similar terms and conditions. If more favorable pricing is offered hereafter during the Term, Service Provider shall promptly extend the same pricing and terms to Company as of the time such favorable pricing is offered to others. Upon reasonable notice, the Company may request documentation reasonably necessary to verify Service Provider’s compliance herewith, subject to customary confidentiality protections. For clarity’s sake, the foregoing provisions of Section 11 (e) (Fees & Expenses) shall not preclude Service Provider from offering promotional or one-time discounts to other customers so long as such offers do not materially alter overall pricing parity.

Taxes. Buyer shall not be liable for any taxes, assessments, duties, or governmental charges of any kind arising out of or relating to the Services, except for transaction-based taxes, such as sales, use, service occupation, value-added, or similar consumption taxes, that are (a) imposed directly on the purchase of the Services under an Order and (b) which Service Provider is legally required to collect from Buyer.
Buyer shall not be liable for, and Service Provider shall not charge, collect, remit, or seek reimbursement for, any taxes or charges based on or measured by:
- Service Provider’s income, gross receipts, payroll, employment, withholding, or fringe benefits,
- the compensation, classification, or status of Service Provider or its personnel,
- franchise, business operations, registration, licensing, or privilege of doing business,
- capital stock, net worth, minimum taxes,
- ownership or lease of real or personal property, or
- any similar governmental assessments or charges.
Service Provider is solely responsible for timely collecting, reporting, remitting, and paying all taxes for which it is legally responsible, including all employment-related taxes and withholdings applicable to its personnel.
Any taxes not expressly permitted under Section 12 (Taxes) and not separately itemized on a valid invoice shall be deemed included in the fees and may not be charged separately. If Buyer provides a valid tax-exemption certificate applicable to the Services, Service Provider shall not charge or collect such taxes.

Intellectual Property.
1. Works-Made-for Hire. Except for Service Provider Intellectual Property, all Deliverables shall be deemed “works-made-for-hire”, such that Company shall own all right, title and interest therein; provided that if a Deliverable (other than Service Provider Intellectual Property) is not deemed a “work-made-for-hire”, Service Provider hereby assigns, transfers and conveys to Company, and as applicable, its Affiliates or the Buyer, the sole and exclusive ownership therein in perpetuity and without geographic limitation.
2. Non-Exclusive, Non-Transferable License. If a Deliverable includes Service Provider’s Intellectual Property, Service Provider hereby grants a limited, non-exclusive, non-transferable license to Company (and as applicable, its Affiliates or the Buyer) to utilize such Intellectual Property embedded within such Deliverable in furtherance of enjoying the benefits of these T&Cs and exploitation of such Deliverables (and derivatives thereof), including to operate, maintain, modify and internally develop its functionally equivalent for Company’s business purposes. Such granted licenses is an enterprise license, which is intended to extend, as applicable, to the Company, the Company’s Affiliates, and/or the Buyer.
3. Service Provider’s Retained Rights. Company (and as applicable, its Affiliates and/or the Buyer) agrees that, notwithstanding anything in these Terms & Conditions, Service Provider retains all right, title and interest in and to Service Provider’s Intellectual Property, and further, Service Provider shall not be precluded from utilizing its pre-existing Intellectual Property (or any other Intellectual Property conceived or developed hereafter independent of the Services provided hereunder), including without limitation, its architecture, methodologies and processes, for its other customers and any of its prospective or future customers. Neither Company nor its Affiliates or the Buyer shall dispute Service Provider’s ownership in and to any such Intellectual Property.

Company’s Learning & Know-how. The Company, and as applicable, its Affiliates and the Buyer, shall be free to use and exploit any general knowledge, skills, experience and know-how (including ideas, concepts, techniques and engineering principles) retained in the unaided memory of any personnel involved in accepting the Deliverables or otherwise receiving the Services, provided that such use does not involve the disclosure of Service Provider Confidential Information as such or the copying of Service Provider’s proprietary documentation, drawings or other protected materials.

Indemnification – Third Party Claims; Insurance. Service Provider will defend, indemnify and hold Company and its Affiliates, together with the Buyer, and their respective directors, officers, managers, employees, agents and other representatives (the “Indemnified Parties”) harmless against any and all claims, demands, disputes, complaints, causes of action, suits, damages, losses, liabilities, fines, penalties or other costs and expenses (including costs of investigation and attorneys’ fees) (“Loss”) arising from any third party claim or suit in respect of (i) the death or injury to any person, (ii) loss of or damage to any property, or (iii) the infringement or misappropriation of any Intellectual Property Rights of a third party (with respect to the claimed loss specified in this clause (iii), a “Third Party Infringement Claim”), in each case, arising out of its negligence, gross negligence or wilful misconduct in its performance of Services.
1. These indemnity obligations are contingent upon: (i) the Indemnified Parties’ prompt written notification to Service Provider of any such claim of Loss; (ii) the Indemnified Parties’ prompt tender to Service Provider of the case and settlement negotiations for any such Loss; (iii) Indemnified Parties’ control of the defense and settlement negotiations related to any such Loss; and (iv) Indemnified Parties’ reasonable assistance (at Service Provider’s expense) in the defense or settlement of such claim for such Loss.
2. Further, with respect to any Third Party Infringement Claim, if any Deliverable is held to be infringing (or where Service Provider believes such Deliverable may be infringing), Service Provider may, at its expense and option: (i) obtain for the Indemnified Parties the right to continue using such Deliverable(s); or (ii) modify or replace such Deliverable(s) with non-infringing Deliverable(s) having similar or enhanced functionality. Service Provider will not be liable to the Indemnified Parties to the extent any Third Party Infringement Claim is based upon: (i) modification, addition, extension or enhancement of the Deliverable(s) made by anyone other than Service Provider or anyone at Service Provider’s direction; or (ii) continued use of the Deliverable(s) by the Indemnified Parties, after receiving notice from Service Provider that such use could result in a claim of infringement and the Indemnified Parties had a reasonable period of time to install a non-infringing version or release of the Deliverable(s) with similar functionality which was offered by Service Provider to the Indemnified Parties at no additional cost.

Term; Termination.
1. These T&Cs shall commence on the Effective Date and shall continue for twelve (12) months thereafter (“Initial Term”), subject to any earlier or later termination or expiration in accordance with Section 15 (b), (c) or (d) below (“Term”).
2. On ten (10) days’ prior written notice to Service Provider, any Service may be terminated, in whole or in part, for convenience. Any such terminated Service (or part thereof) shall be deemed terminated, and Service Provider shall have no further obligation to provide, and Company shall have no further obligation to pay for, such Service (or any part thereof) as of the applicable termination date; provided that Company shall be liable for, and shall pay to Service Provider, all Fees in respect of such Service (or relevant part thereof) through the effective date of such partial or full termination made hereunder.
3. Either Party may terminate for “good cause” in the event of (i) a breach of a material term of these Terms & Conditions, or any terms under an applicable SOW or PO, without cure within thirty (30) days (or ten (10) days, in the case of a late payment) after provision of written notice by the terminating Party, or (ii) a cessation of business in the normal course, an assignment for the benefit of creditors, the appointment of a receiver or trustee in bankruptcy or the filing of a petition under the federal bankruptcy Laws (or such petition is filed against the other Party and not dismissed within forty-five (45) days) of one of the Parties.
4. Upon the termination or expiration of these Terms & Conditions, or the expiry or termination of any SOW, PO or Change Order, the Parties shall cooperate to effect an orderly, efficient, effective, and expeditious
5. The Company, on behalf of Buyer, may request reasonable cooperation and assistance with the transition of Services. In such case, the Parties shall enter into a reasonable, mutually agreed upon Statement of Work or PO to address any transition service requirements.

Limited Warranty; Limitation of Liability. a. Service Provider represents, warrants and agrees that all Services shall be carried out in a professional, diligent and workmanlike manner consistent with industry practices of skill, care and practice ordinarily exercised by reputable professionals providing like services. Service Provider further warrants that the Services and the Deliverables will conform in all material respects to the specifications, requirements and descriptions set forth in an applicable Statement of Work, Purchase Order, or Change Order.
1. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 17(a) (LIMITED WARRANTY), THERE ARE NO (AND SERVICE PROVIDER HEREBY DISCLAIMS ALL) WARRANTIES RELATING TO THE SERVICES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR USE, AND WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 17(b) (LIMITATION OF LIABILITY) SHALL BE CONSTRUED TO LIMIT OR DISCLAIM SERVICE PROVIDER’S OBLIGATIONS, WHERE SO APPLICABLE, TO COMPLY WITH THE QUALITY, PROCESS, CONFORMANCE, NONCONFORMANCE, AND CORRECTIVE ACTION REQUIREMENTS EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, INCLUDING SATISFYING THE REQUIREMENTS OF BUYER’S QUALITY ASSURANCE PROGRAM (INCLUDING THE REQUIREMENTS DESCRIBED IN SCHEDULE 1.
2. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL: (I) EITHER PARTY BE LIABLE FOR DAMAGES FOR LOSS OF PROFIT OR REVENUE, DATA THAT IS LOST OR CORRUPTED, LOSS OF GOODWILL, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES SUFFERED BY A PARTY OR OTHERS, EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF A PARTY HAS BEEN APPRAISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY OR OTHERWISE; AND (II) SERVICE PROVIDER’S TOTAL AND CUMULATIVE LIABILITY FOR ALL CLAIMS OF ANY NATURE ARISING OUT OF SERVICES PERFORMED HEREUNDER EXCEED THE TOTAL FEES PAID BY COMPANY TO SERVICE PROVIDER FOR SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OF COMPANY OR ANOTHER PARTY BRINGING A CLAIM HEREUNDER.
3. Limitation of Liability Exceptions. The limitations of liability, cap and exclusion set forth in this Section 16 shall not apply to liabilities arising out (1) fraud, (2) willful misconduct or gross negligence, (3) a Party’s violation of Intellectual Property Rights or confidentiality obligations hereunder, or (4) a Third Party Claim.

Other Terms & Conditions.
1. Survival. Upon termination or expiration of these Terms & Conditions, all provisions which by their nature or express terms are intended to survive termination or expiration, including, without limitation, provisions relating to payment obligations, confidentiality, intellectual property, indemnification, limitation of liability, dispute resolution, governing law, and audit rights, shall survive.
2. Force Majeure. The obligations of Service Provider hereunder with respect to any Service will be suspended to the extent that Service Provider is prevented or hindered from providing such Service, or Company (or as applicable, its Affiliates or Buyer) is prevented or hindered from receiving such Service, due to any cause beyond such Party’s reasonable control, regardless of whether such cause is foreseeable or not.
3. No Additional Rights. These Terms & Conditions will not grant to either Party any additional rights, including Intellectual Property Rights, to the other Party’s proprietary information, technology, know-how, or Intellectual Property Embodiments.
4. Independent Contractors. Company, the Company’s Affiliates, Buyer and Service Provider are independent contractors, and none of them has the authority to bind any other Party to any third person or otherwise to act in any way as the representative of any other Party.
  
  Service Provider shall be solely responsible for payment of all wages, benefits, payroll taxes, employment taxes, workers’ compensation insurance, and other statutory obligations with respect to its personnel.
  
  In no event will Service Provider be required to retain any specific individual in its employment to provide Services. Service Provider retains sole discretion over the manner and means of performing the Services, subject only to the performance standards expressly set forth herein, and it remains solely responsible for ensuring that all personnel engaged in performing the Services are suitably qualified, trained, and competent, and that the Services conform to the applicable requirements hereof.
  
  It is not the intention of the Parties to create a partnership, joint venture, association, or fiduciary relationship, and nothing contained herein or the transactions contemplated hereby shall be deemed to create any such relationship.
5. Assignment; Delegation. Service Provider may not assign, transfer, delegate, subcontract, or otherwise dispose of any of its rights, interests, or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without the prior written consent of Company, which may be granted or withheld in Company’s sole discretion. Any attempted assignment or delegation in violation hereof shall be null, void, and of no force or effect. Company may assign its rights, interests or obligations under these T&Cs, in whole or in part, without Service Provider’s consent, including in connection with a merger, reorganization, sale of assets, or similar transaction or a transfer to one of its Affiliates.
  
  Notwithstanding any permitted assignment or subcontracting, Service Provider shall remain fully responsible for the acts, omissions, performance, and compliance of any permitted subcontractor or delegate, including compliance with all quality, confidentiality, and regulatory requirements applicable to the Services.
  
  These T&Cs shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns. Nothing in these T&Cs, express or implied, is intended to confer any rights, remedies, obligations, or liabilities upon any person or entity other than the Parties and their respective successors and permitted assigns.
6. Entire Agreement; Amendment; Counterparts; Construction. These Terms & Conditions (including any Purchase Order, Statement of Work, or other documents expressly incorporated by reference) constitute the entire agreement between Company and Service Provider with respect to the Services and supersede all prior or contemporaneous agreements, negotiations, representations, and understandings, whether oral or written, relating thereto.
  
  For the avoidance of doubt, Service Provider’s acknowledgement of a Purchase Order, acceptance of these Terms & Conditions, or commencement of any Services shall constitute Service Provider’s acceptance of and agreement to be bound by these Terms & Conditions.
  
  Notwithstanding the foregoing, any non-disclosure or confidentiality agreement entered into between the Parties (or, as applicable, their respective Affiliates) shall survive the expiration or termination of these Terms & Conditions and, in the event of any conflict or inconsistency, shall control with respect to confidentiality and the use of Confidential Information.
7. Applicable Law; Waiver of Jury Trial. These T&Cs shall be governed by and construed and enforced in accordance with the Laws of the State of Washington, without regard to its principles of conflicts of law. EACH PARTY HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THESE T&C’s OR THE ACTIONS OF THE PARTIES IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT HEREOF.
8. Dispute Resolution. If, despite using reasonable endeavors to do so, the Parties are unable to resolve any dispute, difference, controversy or claim arising out of or in connection with the conclusion, validity, effect, interpretation, performance, termination or dissolution of their relationship under these T&Cs (a “Dispute”) within thirty (30) days of the date on which such Dispute is first notified by a Party to the other Party then either Party shall be entitled to refer such Dispute to arbitration for final and binding resolution.
  
  Where a Party wishes to refer a Dispute to arbitration pursuant to Section 17 (h), it shall serve a written notice on the other Party to that effect and the Dispute shall be exclusively and finally settled by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures (or under its Streamlined Arbitration Rules and Procedures then in effect if the amount in controversy is $250,000 or less) (the “Rules”). The decision of the arbitrator shall be final and binding upon the Parties. Judgment on any award of the arbitrator may be entered in any court having jurisdiction thereof. The seat and venue of arbitration shall be Seattle, Washington. Without prejudice to the foregoing, hearings may be held at another location as mutually agreed by the Parties. The arbitration proceedings (including any determination, opinion and/or award) will each be kept confidential. The losing Party will be liable for the costs of the arbitration (including reasonable legal expenses) determined in accordance with the Rules, unless otherwise decided in any award.
  
  The existence of a Dispute shall not relieve either Party from the performance of its obligations under these T&Cs that are not the subject of the Dispute. Pending final resolution of any Dispute, the Parties shall continue to fulfill their respective obligations hereunder; provided, however, that Company may withhold any amount which is the subject of dispute from any payment otherwise due hereunder during the pendency of any Dispute resolution proceeding.
  
  Notwithstanding anything herein to the contrary, either Party may seek equitable relief, including injunctions, specific performance, or declaratory judgments, in a court of competent jurisdiction (i) in the event of a breach or violation of any intellectual property or confidentiality covenant referenced herein, (ii) to preserve the status quo pending the outcome of the arbitration, or (iii) to prevent irreparable harm. The seeking of such equitable relief shall not be deemed incompatible with or a waiver of the agreement to arbitrate in this Section 17 (h).
9. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given (i) on the date of delivery, if delivered personally, (ii) on the date of confirmation of receipt, if delivered by commercial delivery service, or mailed by registered or certified mail (return receipt requested) or (iii) on the date of confirmation of receipt, if sent via e-mail to the addresses on record for the Order. The address for notice is set forth in the Order Form, or as set forth in a written notice issued by either Party hereafter.
10. Waiver. The waiver by any Party of any breach, default, misrepresentation or breach of warranty or covenant whether intentional or not, will not be deemed to extend to any prior or subsequent breach, default, misrepresentation or breach of warranty or covenant and will not affect in any way any rights arising by virtue of any such prior or subsequent occurrence.
11. Severability. Whenever possible, each provision of these T&Cs will be interpreted in such manner as to be effective and valid under law, but if any provision is held to be invalid, illegal or unenforceable under any law in any jurisdiction, such invalidity, illegality or unenforceability will affect no other provision or any other jurisdiction, and, for purposes of such jurisdiction, such provision or portion thereof will be struck from the remainder hereof, which will remain in full force and effect. These Terms & Conditions will be reformed, construed and enforced in such jurisdiction to best give effect to the intent of the Parties.

Schedule 1
Buyer’s Service Quality Assurance Program

Applicability. This Schedule 1 describes Buyer’s Service Quality Assurance Program, and it applies (i) when incorporated by reference through Buyer’s Terms & Conditions for Goods to Quality-Critical Goods (defined below), or (ii) when incorporated by reference through Buyer’s Terms & Conditions for Services to Quality-Critical Services (defined below).

Certain Defined Terms.
“Quality-Critical Goods” consists of any of the following goods: manufacturing components, fabricated parts, assemblies, sub-assemblies, or other goods reasonably intended for use in Buyer’s manufacturing, fabrication, engineering, or production processes.

“Quality-Critical Services” refers to any Services that directly or indirectly affect the Buyer’s manufacturing, engineering, fabrication, assembly, testing, inspection, or other quality-sensitive operations, whether such Services are performed on-site or off-site.

Acknowledgment. Service Provider acknowledges that Company maintains a Quality Assurance Program aimed at ensuring a high-quality level for externally provided goods and services. While performing such Quality-Critical Services, the Service Provider shall maintain a quality management system compliant with ISO 9001.

Quality Assurance Program. Service Provider shall perform the Services in accordance with documented, controlled processes and shall maintain appropriate records evidencing compliance, including, as applicable: service procedures, work instructions, personnel qualifications and training records, service logs, inspection or review records, incident reports, and corrective action documentation.

Service Provider shall ensure that personnel performing the Services are competent, trained, and qualified for their assigned roles and that subcontractors engaged in performing the Services are subject to equivalent quality and control requirements.

Service Provider shall not make any material changes to the Services without the Company’s prior written approval, including changes to:

(a) service scope or methodology;
(b) key personnel assigned to the Services;
(c) tools, systems, or technologies used to perform the Services;
(d) service delivery location or use of offshore or third-party resources;
(e) subcontractors or sub-tier service providers;
(f) Service Provider’s ownership or control;
(g) Service Provider’s senior leadership materially responsible for service delivery; or
(h) any circumstance that could reasonably be expected to affect service quality, continuity, compliance, or customer impact.

Service Provider shall promptly notify the Company of any service nonconformance, material service failure, or deviation from agreed service requirements and shall implement corrective actions to prevent recurrence. Upon reasonable notice, the Company may audit Service Provider’s service delivery processes, records, and applicable sub-tier service providers to verify compliance with these requirements.

Service Provider’s failure to comply with these requirements or provide timely notice of material changes or service nonconformances shall constitute a material breach of the Terms & Conditions.

Terms & Conditions

Sedron Technologies, LLC (the “Company”) Terms and Conditions for the Purchase of Goods by the Company and its Affiliates (the “Terms & Conditions” or “T&Cs”)

Additional Terms Applicable to Supplying Quality-Critical Goods

Schedule 1 Buyer’s Service Quality Assurance Program

Sedron Technologies, LLC (the “Company”) Terms & Conditions for the Procurement of Services (the “Terms & Conditions” or “T&Cs”)

Schedule 1 Buyer’s Service Quality Assurance Program

Revolutionizing Solids Processing

Sedron Technologies, LLC (the “Company”)
Terms and Conditions for the Purchase of Goods
by the Company and its Affiliates
(the “Terms & Conditions” or “T&Cs”)

Schedule 1
Buyer’s Service Quality Assurance Program

Sedron Technologies, LLC (the “Company”)
Terms & Conditions for the Procurement of Services
(the “Terms & Conditions” or “T&Cs”)

Schedule 1
Buyer’s Service Quality Assurance Program