VES LLC TERMS AND CONDITIONS OF SALE

Effective Date: 6/3/2026

1. ACCEPTANCE AND APPLICABILITY
1.1 These Terms apply to all quotations, purchase orders, order acknowledgements, invoices, and sales of products, hardware, kits, assemblies, accessories, software, firmware, and related services (“Products”) by VES LLC (“VES”).
1.2 VES expressly rejects any additional or different terms unless agreed in writing.
1.3 Customer acceptance of Products constitutes acceptance of these Terms.

2. QUOTATIONS AND ORDERS
2.1 Quotations are valid for 60 days unless otherwise stated.
2.2 Orders are not binding until accepted by VES.
2.3 VES may reject orders at its discretion.
2.4 Accepted orders may not be cancelled without written consent.

3. PRICING
3.1 Prices are in U.S. Dollars unless otherwise stated.
3.2 Prices exclude taxes, duties, freight, insurance, and fees.
3.3 Customer is responsible for applicable taxes.
3.4 VES may adjust pricing due to tariffs, material increases, or supply disruptions.

4. PAYMENT TERMS
4.1 Standard terms are Net 30.
4.2 Late payments accrue interest at 1.5% per month or maximum legal rate.
4.3 Customer shall reimburse collection costs.

5. DELIVERY
5.1 Delivery terms are FCA VES Facility (Incoterms 2020) unless otherwise stated.
5.2 Delivery dates are estimates only.
5.3 Risk of loss transfers upon delivery to carrier.

6. INSPECTION AND ACCEPTANCE
6.1 Customer shall inspect Products within 10 days.
6.2 Products are deemed accepted absent timely written notice.

7. LIMITED WARRANTY
7.1 Products manufactured by VES are warranted against defects for 12 months from shipment.
7.2 Remedy is limited to repair, replacement, or credit.
7.3 Warranty excludes misuse, modifications, battlefield damage, improper installation, and wear.

8. DISCLAIMER OF WARRANTIES
Except as expressly provided, VES disclaims all implied warranties including merchantability and fitness for a particular purpose.

9. RETURNS
9.1 Returns require RMA approval.
9.2 Standard Products may be returned within 30 days.
9.3 Restocking fees up to 20% may apply.
9.4 Custom products are non-returnable.

10. INTELLECTUAL PROPERTY
All intellectual property, software, firmware, technical data, designs, and documentation remain the property of VES.

11. EXPORT COMPLIANCE
Customer shall comply with ITAR, EAR, sanctions laws, and export regulations.

12. SAFETY-CRITICAL APPLICATIONS
Products are not intended for life-support or safety-critical applications unless approved in writing.

13. LIMITATION OF LIABILITY
VES shall not be liable for indirect, incidental, consequential, special, punitive, or lost-profit damages.
Total liability shall not exceed the amount paid for the Product giving rise to the claim.

14. INDEMNIFICATION
Customer shall indemnify VES from claims arising from misuse, modification, export violations, or customer specifications.

15. FORCE MAJEURE
VES shall not be liable for delays caused by events beyond its reasonable control.

16. GOVERNMENT CONTRACTING
Products are provided as Commercial Products and Commercial Computer Software where applicable.

17. CONFIDENTIALITY
Customer shall protect VES confidential information.

18. GOVERNING LAW
These Terms are governed by Maryland law.

19. ENTIRE AGREEMENT
These Terms constitute the entire agreement regarding Product sales.

20. SURVIVAL
Warranty limitations, IP, confidentiality, indemnification, and liability provisions survive termination.

21. CYBERSECURITY AND COMPLIANCE DISCLAIMER
VES does not warrant compliance with Customer-specific cybersecurity frameworks including NIST 800-171, CMMC, RMF, or ATO requirements. Customer is responsible for accreditation and authorization activities.

22. OPERATIONAL USE AND MISSION SUITABILITY
Customer is responsible for determining suitability for military, tactical, industrial, or operational use. VES does not warrant mission success or operational effectiveness.

23. TECHNICAL DATA, SOFTWARE, AND DATA RIGHTS
No sale conveys ownership of source code, design files, CAD models, schematics, technical data packages, or firmware. Government rights must be separately negotiated.

24. END USER, EXPORT, AND RE-TRANSFER RESTRICTIONS
Customer shall not transfer Products contrary to U.S. export laws or to prohibited parties, countries, or end uses.

25. COMPONENT AVAILABILITY AND PRODUCT CHANGES
VES may substitute equivalent COTS components, suppliers, or manufacturing methods without notice provided form, fit, and function are maintained.

26. GOVERNMENT CONTRACT FLOW-DOWN DISCLAIMER
VES is not bound by FAR, DFARS, or prime contract flow-down clauses unless expressly accepted in writing.

27. OPEN SOURCE SOFTWARE
Open-source components are governed by applicable licenses.

28. FIELD MODIFICATIONS
Unauthorized modifications void warranties and transfer all resulting risks to Customer.

29. PRODUCT SECURITY AND VULNERABILITY DISCLOSURE
Customer shall promptly report suspected vulnerabilities and provide VES reasonable opportunity to investigate prior to public disclosure.

30. LIMITATION OF LIABILITY FOR DEFENSE AND TACTICAL APPLICATIONS
VES shall not be liable for mission failure, operational downtime, loss of military capability, vehicle loss, aircraft loss, vessel loss, or national security impacts.

31. COMMERCIAL PRODUCT DETERMINATION AND GOVERNMENT RIGHTS
Products are commercial products developed at private expense. No unlimited rights, government purpose rights, or special license rights are granted except through a separate written agreement. Applicable references include FAR 2.101, FAR 12.211, FAR 12.212, and DFARS 227.7202.