Purchase Order Terms and Conditions

1. Acceptance.

This Purchase Order is a legal obligation between the vendor (“Vendor”) and Cadwell Industries, Inc. or Cadwell Laboratories as named in the Purchase Order (“Buyer”) expressly subject to these terms and conditions (“Agreement”). Buyer does not accept any prior terms and conditions that may have been set forth in other quotations, invoices, acknowledgements, correspondence, specifications, or discussions. This Purchase Order constitutes the entire agreement between Buyer and Vendor relating to the purchase and the sale of the goods (“Product”) or provision of services as set forth herein. No modification shall be effected by Vendor’s issuance of a quotation or any other document containing different or additional provisions, and such issuance will be deemed to constitute Vendor’s acceptance of the terms and conditions of this Agreement. All other terms and conditions contained in the document will be of no force or effect and will not be deemed to supersede, replace, modify, augment, enhance, delete, remove, amend, or otherwise alter any of the terms and conditions of this Agreement. Vendor’s performance or fulfillment of any part of the tasks described in the Purchase Order or Vendor’s acceptance of any payment by Buyer for any Products or services described in the Purchase Order will also be deemed to constitute Vendor’s acceptance of all of the terms and conditions of this Agreement. Buyer may, at any time by a written order, make changes to this Agreement including but not limited to, changes to the designs, specifications, method of shipping, time or place of delivery, and/or quantities of Product.

2. Cancellation.

Buyer may cancel this Purchase Order, or any part hereof, at any time prior to shipment of the Product hereunder, and Buyer shall only be responsible for paying Vendor its unreimbursed, reasonable out of pocket costs associated with the manufacture or production of unique or specially ordered Products.

3. Shipment and Delivery.

A packing slip shall be included with each Product shipment and will detail the purchase order number, line item, Buyer’s part number and description, and quantity shipped. Vendor will be responsible for the safe packaging of the Products. Unless another Incoterm is identified on the face of the Purchase Order, the Products will be delivered i) FOB Origin (INCOTERMS 2020) for deliveries from the U.S.; and ii) FOB Destination (INCOTERMS 2020) for deliveries from outside the U.S (with title and risk of loss passing from Vendor to Buyer at Buyer’s designated final delivery location. All special packaging or handling requirements shall be noted on the packing slip, including but not limited to static sensitive devices and limited shelf-life conditions. All packages shall show the Buyer’s order number and line item. Time is of the essence for this order, and Buyer reserves the right to cancel the order if Product is not shipped within the time(s) specified herein. Delivery dates and terms shall be as set forth on the face of the Purchase Order or otherwise agreed between the parties in writing. Unless otherwise set forth in this Purchase Order, all risk of loss shall be upon Vendor until such time as the Products ordered are delivered to Buyer.

4. Changes.

Vendor agrees to provide Buyer with advance notification of proposed changes to Product form, fit, function, or manufacturer’s intended use, manufacture location, or suppliers (including suppliers of Product components). Such changes shall be subject to Buyer’s prior written approval, which shall not be unreasonably withheld. Vendor agrees that any change to Product form, fit, or function shall be reflected in the issuance of a new part number for the Product.

5. Manufacturing Standard; Quality Control.

Each Product shall be manufactured in accordance with all applicable laws, regulations, and international product standards. Vendor shall maintain an adequate and documented quality control and quality assurance system that is designed to assure that each Product conforms to Product specifications. Medical device Products shall be manufactured by Vendor within the framework of quality assurance system follow the general standards in force ISO 13485 Quality management system, the Medical Device Single Audit Program (“MDSAP”), the Medical Device Directive 93/42/EEC as amended by 2007/47/EC, and the Medical Device Regulation (“MDR”) 2017/745. Other regulations may be applicable depending on the countries of distribution.

6. Audit; Investigations.

Buyer and its notified body shall have the right to audit Vendor’s and Vendor’s Product component supplier’s premises, quality assurance systems, Product testing procedures, and Product technical documentation. Vendor shall promptly investigate product issues identified by Buyer and provide a written report to Buyer of the results of such investigation.

7. Defects.

If a party becomes aware of a defect or potential defect in a Vendor’s Product or a serious incident involving Vendor’s Product, that party shall promptly notify the other party of the matter in writing.

8. Recall.

Each party shall promptly notify the other of any recall or field correction affecting the Product. If a recall or field correction results from a defect in Vendor Product, Vendor shall comply with all applicable laws and regulations in correcting such defect and shall reimburse Buyer’s expenses incurred in connection with such recall or field correction.

9. Traceability.

Vendor shall maintain a traceability system such that any Vendor Product sold to Buyer can be traced and identified.

10. Warranty.

Vendor warrants that the Products furnished hereunder are merchantable, free from any defects in material or workmanship and shall perform in accordance with all written proposals, descriptions, specifications, and samples furnished by Buyer or furnished by Vendor and approved by Buyer. By accepting this Purchase Order Vendor warrants that the Products to be furnished hereunder will be in conformity with Buyer’s specifications, drawings, and data or Vendor’s samples, and that the Products furnished hereunder will be fit for the use intended by Buyer. The Vendor agrees that these warranties shall survive acceptance of the Products. Said warranties shall be in addition to any warranties available at law or given by Vendor to Buyer.

11. Cybersecurity.

If any Products or services provided under this Purchase Order include software, firmware, connectivity, or data processing functionality, Vendor shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect against unauthorized access, use, disclosure, alteration, or destruction of data and to prevent security vulnerabilities in the Products. Vendor shall: (i) develop Products in accordance with secure coding practices and industry-recognized cybersecurity standards (e.g., NIST SP 800-53, ISO/IEC 27001, FDA Premarket Guidance on Cybersecurity for Medical Devices, as applicable); (ii) ensure timely patching and remediation of known vulnerabilities; (iii) promptly notify Buyer in writing of any actual or suspected security incident, breach, or vulnerability affecting the Product or any data processed by the Product; and (iv) cooperate with Buyer to investigate, mitigate, and remediate any such incident at Vendor’s expense.

12. Invoices.

Invoices shall detail the purchase order number, line item, Buyer’s part number and description and quantity shipped. Payment of an invoice does not constitute acceptance of Products covered by this Purchase Order and is without prejudice to any and all claims Buyer may have against Vendor in connection therewith.

13. Inspection.

All Product furnished hereunder shall be as specified herein and will be subject to Buyer’s right of inspection and rejection after delivery. Defective Products or Products not in accordance with Buyer’s specifications are subject to rejection by Buyer and may be held for Vendor’s instruction at Vendor’s risk and if Vendor so advises, will be returned at Vendor’s expense. Buyer may issue a debit memo at the current cost for the quantity of defective Product returned to Vendor. At Buyer’s option, Vendor shall either credit Buyer’s account or deliver a replacement of the defective Product or have the Product repaired and reinvoiced at the time of shipment. Buyer reserves the right, during regular business hours and following reasonable notice to the Vendor, to inspect the Vendor’s physical facilities and the Vendor’s quality control procedures to assure compliance with the specifications, quality requirements, and other applicable standards.

14. Patents.

Vendor hereby represents and warrants that the Products furnished hereunder will not infringe any patent or trademark, and Vendor will indemnify and hold harmless Buyer, its officers, agents, employees, customers, contractors and those for who Buyer acts as agent in the purchase of said Products, against any claim or demand of any kind, together with costs and expenses, including attorneys’ fees, involving any asserted infringement of any patent or trademark, and Vendor shall, at its own expense, by counsel satisfactory to Buyer, defend any and all actions or any suits charging such infringement. Any Products infringing such rights shall be replaced or modified so that they become non-infringing while being similar in all other material respects, or fully credited after their return, unless the Vendor is able to procure for Buyer the right to continue using such Products.

15. Ownership.

All tools, drawings, specifications, products, documents, and any other material, information, or data furnished by Buyer or paid for by Buyer (collectively, the “Material”) shall be and remain the property of the Buyer. Title to and the right of possession of all Material shall remain with Buyer. Vendor shall maintain in good condition and repair, at Vendor’s expense, all such Material furnished or paid for by Buyer, and Vendor shall use such Material solely for the performance of work for Buyer.

16. Insurance and Statutory Obligations.

If Vendor’s work under this order involves operations by Vendor on Buyer’s premises or with material or equipment furnished to Vendor by Buyer for execution of this Purchase Order, Vendor shall take all necessary precautions to prevent the occurrence of any injury to person or property during the progress of such work. Vendor shall maintain public liability, personal injury, product liability, and property damage insurance and employer’s liability and compensation insurance sufficient to protect Buyer from said risks and from any statutory liabilities whatsoever arising therefrom. Vendor shall produce evidence of such insurance upon request by Buyer.

17. Confidentiality.

Vendor acknowledges that it may be exposed to Buyer’s trade secrets and confidential and proprietary information, including information regarding Buyer’s business, products, equipment, pricing, purchasing, techniques, and practices (collectively, the “Confidential Information”). Vendor will use such Confidential Information solely in performing its obligations under this Agreement. Vendor shall not disclose such Confidential Information to any individual or entity without Buyer’s prior written permission, other than Vendor employees who have a need to know such information in order to perform Vendor’s obligations under this Agreement and who are bound by confidentiality and non-use obligations to Vendor at least equivalent to Vendor’s obligations to Buyer under this Agreement Upon any expiration or termination of this Agreement or upon the request of Buyer, Vendor will return or destroy, at Buyer’s option, all Confidential Information of Buyer and any copies thereof. In addition, Vendor will promptly destroy any electronic or otherwise non-returnable embodiments of Confidential Information.

18. Limitation of Buyer’s Liability.

BUYER’S LIABILITY ON ANY CLAIM OF ANY KIND FOR ANY LOSS OF DAMAGE ARISING OUT OF, RESULTING FROM, OR IN CONNECTION WITH THIS PURCHASE ORDER FROM THE NONPERFORMANCE OR BREACH THEREOF BY BUYER SHALL IN NO CASE EXCEED THE PRICE TO BE PAID BY BUYER TO SELLER FOR THE PRODUCTS ORDERED PURSUANT TO THIS PURCHASE ORDER. IN NO EVENT SHALL BUYER BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, SPECIAL, COMPENSATORY, CONSEQUENTIAL, PUNITIVE, OR INCIDENTAL DAMAGES OF ANY NATURE WHATSOEVER (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR REVENUES) INCURRED BY SELLER OR ANY THIRD PARTY, WHETHER OR NOT BUYER HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BUYER SHALL NOT BE LIABLE FOR PENALTIES OF ANY DESCRIPTION.

19. Indemnification.

Vendor shall indemnify, defend, and hold harmless Buyer from and against all losses, liability, claims, costs, and expenses (including, without limitation, attorneys’ fees and costs) arising or resulting from any breach by Vendor of its obligations or warranties hereunder or related hereto.

20. Force Majeure.

Either party shall be entitled to suspend performance or its obligations under the Purchase Order to the extent that such performance is impeded or made unreasonably onerous by any circumstance beyond the control of the affected party, such as fire, war (whether declared or not), natural disaster, embargo, and delays in deliveries by sub-suppliers cause by any of the foregoing. The parties shall within five business days from the beginning of such delay, notify the other in writing of the cause of the delay. The time for performance of any such obligation shall be extended for the time period lost by reason of the delay. Buyer shall not be obligated to pay any fees or other amounts for product or services during periods in which Seller’s provision of such Products or performance of such services is adversely affected by such a force majeure event. Buyer may also, in its sole discretion, elect to terminate this Purchase Order and not be obligated to pay any amount otherwise due hereunder for future products or services if a force majeure event affects Seller’s performance hereunder in any material respect. Seller shall also refund any amounts that were paid in advance for Product or services that were not provided due to the force majeure event and for any Product or services that will not be performed in the future if this Purchase Order is terminated due to a force majeure event.

21. Subcontracting and Assignment.

This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assignees of the parties. Vendor’s rights and obligations hereunder, however, are personal and non-assignable. Vendor shall not assign, transfer, subcontract, or license this Purchase Order or any interest therein, whether by operation of law or otherwise, without the express written consent of Buyer. Any purported assignment, transfer, subcontract, or license in violation of the provisions hereof shall be null and void.

22. Governing Law and Venue; Attorneys’ Fees.

All disputes arising under or in connection with this Agreement shall be governed by and interpreted in accordance with the laws of the State of Washington, without regard to conflict of law principles. The parties expressly consent to the exclusive jurisdiction of the state and federal courts located in Benton County, Washington, and waive any objection to forum non conveniens, lack of personal jurisdiction, or similar grounds with respect to any dispute relating to this Agreement. In the event either party brings legal action to enforce any provision herein, the prevailing party will be entitled to collect from the losing party reasonable attorneys’ fees and costs incurred.

23. Compliance With Laws and Regulations.

Both Buyer and Vendor shall comply with all federal, state and local laws and regulations applicable to their actions in connection with this Purchase Order, including: i) all rules and regulations (including those of the Secretary of Labor) and Executive Orders (including Nos. 11246, 11375, 11625, 11701, 11758) applicable to this Purchase Order regarding nondiscrimination because of race, creed, color, sex, age, national origin, and physical or mental handicap; and ii) the affirmative action commitments for veterans and individuals set forth in 41 CFR 60 et seq. (including 41 CFR 60 â 1.4, 4.1 CFR 60-300.5(a), and 41 CFR 60-741.5(a), which are incorporated herein by the reference) and related regulations.

24. U.S. Government Contracts.

Buyer provides products and services under U.S. government contracts. As such, Vendor certifies and represents its compliance with the following Federal Acquisition Regulations (“FAR”) clauses, as applicable, which are hereby flowed down and made part of this Agreement as if set forth in full text. The full text of the FAR clauses may be found at acquisition.gov/browse/index/far. Vendor will promptly notify Buyer of any change of status with regard to these certifications and representations. These certifications and representations are material statements upon which Buyer will rely. Where necessary to make the language of the FAR clauses applicable to the Agreement, the term “Contractor” shall mean Vendor, the term “contract” shall mean “Agreement,” and the terms “government,” “contracting officer,” and equivalent terms and phrases shall mean Buyer.
a. FAR 52.203-13, Contractor Code of Business Ethics and Conduct;
b. FAR 52.203-17 Contractor Employee Whistleblower Rights. Contractor shall inform its employees in writing, in the predominant language of its workforce, of the whistleblower rights and protections under 41 U.S.C. §4712 and FAR 3.900–3.905 and shall flow this requirement down to all lower-tier Contractor subcontracts. Contractor and its subcontractor employees are protected from retaliation for making lawful disclosures they reasonably believe evidence gross mismanagement or waste of government funds, abuse of authority, substantial and specific danger to public health or safety, or a violation of law related to a government contract. The employee may report to, among others, the Office of Inspector General, a Member of Congress, a law-enforcement agency, or company management;
c. FAR 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements;
d. FAR 52.204-23, Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab Covered Entities;
e. FAR 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment;
f. FAR 52.204-27 Prohibition on a ByteDance Covered Application;
g. FAR 52.204-30, Federal Acquisition Supply Chain Security Act Orders;
h. FAR 52.219-8, Utilization of Small Business Concerns;
i. FAR 52.222-35, Equal Opportunity for Veterans;
j. FAR 52.222-36, Equal Opportunity for Workers with Disabilities;
k. FAR 52.222-37, Employment Reports on Veterans;
l. FAR 52.222-40, Notification of Employee Rights Under the National Labor Relations Act;
m. FAR 52.222-41, Service Contract Labor Standards;
n. FAR 52.222-50, Combating Trafficking in Persons;
o. FAR 52.222-51, Exemption from Application of the Service Contract Labor Standards to Contracts for Maintenance, Calibration, or Repair of Certain Equipment – Requirements;
p. FAR 52.222-53, Exemption from Application of the Service Contract Labor Standards to Contracts for Certain Services – Requirements;
q. FAR 52.222-54, Employment Eligibility Verification;
r. FAR 52.222-55, Minimum Wages for Contractor Workers Under Executive Order 14026;
s. FAR 52.222-62, Paid Sick Leave under Executive Order 13706;
t. FAR 52.224-3, Privacy Training;
u. 52.225-26, Contractors Performing Private Security Functions Outside the United States;
v. FAR 52.226-6, Promoting Excess Food Donation to Nonprofit Organizations;
w. FAR 52.232-40 Providing Accelerated Payments to Small Business Subcontractors:
(a) (1) In accordance with 31 U.S.C. 3903 and 10 U.S.C. 3801, within 15 days after receipt of accelerated payments from the Government, the Contractor shall make accelerated payments to its small business subcontractors under this contract, to the maximum extent practicable and prior to when such payment is otherwise required under the applicable contract or subcontract, after receipt of a proper invoice and all other required documentation from the small business subcontractor.
(a) (2) The Contractor agrees to make such payments to its small business subcontractors without any further consideration from or fees charged to the subcontractor.
(b) The acceleration of payments under this clause does not provide any new rights under the Prompt Payment Act.
(c) Include the substance of this clause, including this paragraph (c), in all subcontracts with small business concerns, including subcontracts with small business concerns for the acquisition of commercial products or commercial services;
x. FAR 52.240-1, Prohibition on Unmanned Aircraft Systems Manufactured or Assembled by American Security Drone Act-Covered Foreign Entities; and
y. FAR 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels.

25. Independent Contractor.

This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of association, for tax purposes or otherwise, between the parties; the parties will at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect whatsoever.

26. Severability; Waiver.

In the event that any provision of this Agreement (or any portion hereof) is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, such provision (or portion thereof) will be enforced to the extent possible consistent with the stated intention of the parties, or, if incapable of such enforcement, will be deemed to be severed and deleted from this Agreement, while the remainder of this Agreement will continue in full force and remain in effect according to its stated terms and conditions. The waiver by either party of any default or breach of this Agreement will not constitute a waiver of any other or subsequent default or breach. No waiver will be valid unless made in writing.

27. Survival.

All provisions hereof which by their nature should survive any cancellation, expiration or termination of the Agreement, including warranties, limitation of liability, and indemnity, will survive termination of this Agreement.

28. Publicity.

Vendor will not issue a press release or other public statement of any kind regarding the Products, services or terms of this Agreement without Buyer’s express written consent.

Revison Date: 09.19.2025