Effective Date: October 27, 2026

These Terms and Conditions of Sale (“Terms”) govern the sale of products and related services by Sigma-Netics, Inc. (“Seller”) to its customers (“Buyer”), unless otherwise expressly agreed in a written agreement signed by authorized representatives of both parties.

1. Acceptance of Orders and Governing Terms

All quotations, order acknowledgements, sales, and deliveries by Seller are subject to these Terms.

Buyer’s submission of a purchase order constitutes an offer to purchase products from Seller. Seller may accept or reject any purchase order in its discretion. An order becomes binding upon Seller only when accepted through Seller’s written order acknowledgement or other express written acceptance by an authorized representative.

Seller’s acceptance is expressly limited to these Terms and any additional or different terms expressly agreed to in writing by Seller.

Any additional, conflicting, or different terms contained in Buyer’s purchase order, purchasing documents, supplier portals, or other communications are objected to and rejected unless expressly accepted in writing by an authorized representative of Seller.

Seller’s commencement of performance, shipment of products, or acceptance of payment shall not constitute acceptance of Buyer’s additional or conflicting terms.

In the event of a conflict between these Terms and a separately negotiated written agreement signed by both parties, the signed agreement shall control to the extent of the conflict.

2. Quotations and Pricing

Unless otherwise specified, Seller’s quotations are valid for thirty (30) calendar days from the date of issuance.

Prices are based upon the quantities, specifications, delivery schedules, and other conditions identified in Seller’s quotation.

Seller reserves the right to revise pricing prior to order acceptance to reflect changes in material costs, labor costs, tariffs, duties, or other manufacturing expenses.

Following order acceptance, any price adjustment must be authorized by these Terms, agreed to by the parties, or otherwise permitted by applicable law.

Prices exclude applicable sales, use, excise, value-added, and similar taxes, duties, and governmental charges, which shall be the responsibility of Buyer unless a valid exemption certificate is provided.

3. Payment Terms

Standard payment terms are Net Thirty (30) days from invoice date, subject to Seller’s credit approval.

First-time customers may be required to pay by credit card, cash on delivery, or prepayment.

Seller reserves the right to establish or modify credit limits, require advance payment, or suspend further shipments if Buyer’s financial condition or payment history reasonably warrants such action.

Overdue balances may accrue a finance charge of 1.5% per month or the maximum rate permitted by applicable law, whichever is less.

Buyer shall be responsible for reasonable collection costs, including attorneys’ fees, to the extent permitted by applicable law.

Buyer shall not withhold, deduct, or offset payments for unrelated claims without Seller’s prior written consent, except where prohibited by applicable law.

4. Delivery, Shipping, and Risk of Loss

Unless otherwise expressly agreed in writing, all shipments are Incoterms: Ex Works. Seller’s designated shipping facility, freight collect or prepaid and added to the invoice.

Title and risk of loss shall pass to Buyer upon delivery of the products to the carrier at Seller’s shipping facility, subject to applicable law and any expressly agreed shipping terms.

Seller may select the carrier and shipping method unless Buyer provides specific shipping instructions accepted by Seller.

Any additional expenses resulting from special packaging, expedited transportation, routing instructions, or other Buyer-specific requirements shall be charged to Buyer.

Claims for damage or loss occurring during transportation shall be made by Buyer directly with the carrier.

Seller may make partial shipments and invoice such shipments separately unless otherwise agreed in writing.

5. Delivery Schedules and Delays

All quoted and acknowledged delivery dates are estimates unless Seller expressly agrees in writing to a guaranteed delivery date.

Seller shall use commercially reasonable efforts to meet acknowledged delivery schedules but shall not be liable for delays resulting from circumstances beyond its reasonable control.

Such circumstances may include material shortages, supplier delays, labor disruptions, equipment failures, transportation interruptions, natural disasters, governmental actions, or other events beyond Seller’s reasonable control.

Seller shall not be liable for lost profits, production interruptions, line shutdowns, expedited freight, or other incidental, indirect, special, or consequential damages resulting from delayed delivery, subject to applicable law.

Delivery schedules may be adjusted when Buyer changes specifications, quantities, documentation requirements, or other conditions affecting production.

6. Order Cancellation and Rescheduling

Orders accepted by Seller may not be canceled, reduced, or rescheduled by Buyer without Seller’s prior written consent.

If Seller agrees to a cancellation or reduction, Buyer shall be responsible for reasonable, documented costs incurred in connection with the affected order, including:

• Completed products and work in process.
• Raw materials and purchased components.
• Noncancelable supplier commitments.
• Engineering, setup, and manufacturing expenses.
• Reasonable cancellation and administrative expenses.

Seller shall use commercially reasonable efforts to mitigate such costs.

For custom-engineered, special-order, or nonstandard products, cancellation charges may equal the full purchase price of completed products plus applicable costs associated with unfinished quantities, not to exceed the unpaid contract value for the canceled portion unless otherwise agreed.

Requests to defer scheduled deliveries are subject to Seller’s written approval. Seller may assess reasonable storage, handling, financing, and administrative charges for approved delays.

If Buyer postpones delivery for more than sixty (60) days beyond the originally acknowledged date, Seller may request revised delivery and payment arrangements, including payment for completed products.

7. Changes to Orders and Specifications

Any changes requested by Buyer to product design, drawings, specifications, quantities, materials, testing, inspection, documentation, or delivery requirements must be submitted to Seller in writing.

No requested change shall become binding unless accepted in writing by Seller.

Seller reserves the right to adjust pricing, delivery schedules, and other affected commercial terms to reflect accepted changes.

Buyer shall be responsible for reasonable costs incurred as a result of accepted changes, including obsolete materials, rework, additional engineering, and production disruptions.

Seller shall not be required to implement changes retroactively to products already manufactured or in process unless expressly agreed in writing.

8. Product Specifications and Engineering Requirements

Seller shall manufacture products in accordance with the drawings, specifications, and revisions expressly identified in the accepted order or other mutually agreed documentation.

Buyer is responsible for providing complete, accurate, and current technical requirements before order acceptance.

Seller is not responsible for verifying the suitability of Buyer-specified products for Buyer’s intended application unless such responsibility is expressly accepted by Seller in writing.

Recommendations, technical assistance, or application guidance provided by Seller do not relieve Buyer of responsibility for final product selection, system design, qualification, and validation.

Additional requirements involving special inspections, testing, certifications, traceability, first article inspection, source inspection, or documentation must be identified and accepted before order placement.

Requirements not expressly accepted by Seller may be subject to additional charges and revised lead times.

9. Inspection, Acceptance, and Claims

Buyer shall inspect products promptly upon receipt.

Claims involving shortages, shipping discrepancies, visible damage, or readily discoverable nonconformities must be reported to Seller in writing within fifteen (15) calendar days from the date of shipment.

Failure to report such discrepancies within this period shall constitute acceptance with respect to those discrepancies, except to the extent prohibited by applicable law.

Acceptance shall not eliminate Buyer’s rights under Seller’s express warranty for defects that could not reasonably have been discovered during initial inspection.

No products may be returned without Seller’s prior written authorization and an assigned Return Material Authorization (RMA) number.

Returns must follow Seller’s instructions regarding packaging, identification, and transportation.

10. Limited Product Warranty

Seller warrants that products manufactured by Seller shall be free from defects in materials and workmanship and shall conform in all material respects to the agreed manufacturing specifications for a period of one (1) year from the date of shipment.

If Seller receives written notice of an alleged covered defect within the warranty period and determines that the product is defective, Seller shall, at its option:

1. Repair the defective product;
2. Replace the defective product; or
3. Refund or credit the purchase price paid for the defective product.

These remedies constitute Buyer’s sole and exclusive remedies for breach of the limited product warranty, to the extent permitted by applicable law.

This warranty does not apply to defects, failures, or damage resulting from:

• Improper installation, handling, storage, or maintenance.
• Misuse, abuse, negligence, or operation outside specified limits.
• Unauthorized modification, disassembly, repair, or attempted repair.
• Normal wear and tear.
• Improper system design or application.
• Materials, components, or designs supplied or mandated by Buyer, to the extent they cause the defect.
• Exposure to environmental or operating conditions outside the agreed product specifications.

Seller shall not be responsible for labor, removal, reinstallation, field service, testing, transportation, or other associated expenses unless expressly agreed in writing.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, LOSS OF PRODUCTION, LOSS OF USE, OR CUSTOMER-IMPOSED PENALTIES, ARISING FROM OR RELATED TO THE PRODUCTS OR THEIR SALE, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORY.

SELLER’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO ANY PRODUCT OR ORDER SHALL NOT EXCEED THE PURCHASE PRICE PAID OR PAYABLE FOR THE SPECIFIC PRODUCTS GIVING RISE TO THE CLAIM.

Seller shall not be responsible for costs associated with product recalls, field campaigns, system-level repairs, or removal and replacement of products unless expressly agreed in writing or required by applicable law.

Nothing in these Terms shall exclude or limit liability that cannot lawfully be excluded or limited.

12. Tooling, Fixtures, and Manufacturing Equipment

Any tooling, dies, fixtures, molds, patterns, manufacturing equipment, or similar items developed or acquired by Seller in connection with the manufacture of products shall remain the property of Seller unless otherwise expressly agreed in writing.

Payment of tooling charges, setup fees, engineering charges, or nonrecurring expenses does not, by itself, transfer ownership of such items to Buyer.

Seller retains ownership of its manufacturing methods, processes, know-how, and related intellectual property.

Unless otherwise agreed in writing, Seller may maintain, modify, replace, or dispose of Seller-owned tooling in its discretion, subject to any outstanding contractual obligations.

Buyer-owned tooling accepted by Seller shall be governed by a separate written agreement addressing ownership, maintenance, insurance, storage, and disposition.

13. Intellectual Property and Confidentiality

Seller retains all rights to its preexisting intellectual property, proprietary designs, manufacturing processes, technical information, trade secrets, and know-how.

No sale of products or payment of engineering charges shall transfer intellectual property rights to Buyer unless expressly agreed in writing.

Buyer retains ownership of drawings, specifications, and other proprietary information furnished by Buyer, subject to any preexisting rights of Seller or third parties.

Each party shall use the other party’s confidential information solely for purposes related to the applicable business relationship and shall protect such information using reasonable care.

Neither party shall disclose the other’s confidential information to unauthorized third parties except as required by law or as otherwise authorized in writing.

14. Export Control and Regulatory Compliance

Buyer shall comply with all applicable United States export control, sanctions, and trade regulations, including the Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and applicable regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC).

Buyer shall obtain all required export, re-export, and transfer licenses or authorizations for activities under Buyer’s control.

Buyer shall not export, re-export, transfer, or otherwise make products or controlled technical information available to prohibited destinations, persons, or end users, or for prohibited end uses.

Buyer shall provide accurate end-user, end-use, and destination information upon reasonable request.

Seller may suspend or refuse performance where necessary to comply with applicable export control or sanctions laws.

15. Force Majeure

Seller shall not be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, fires, floods, war, terrorism, governmental restrictions, epidemics, labor disruptions, transportation failures, utility interruptions, or significant supply-chain disruptions.

Seller shall provide reasonable notice of material delays and use commercially reasonable efforts to resume performance.

Affected delivery obligations shall be extended for a reasonable period corresponding to the disruption.

If a force majeure event continues for more than ninety (90) days, either party may request a mutually acceptable resolution or terminate the affected unperformed portion of the order upon written notice, subject to payment for products completed and reasonable noncancelable costs incurred.

16. Suspension and Termination

Seller may suspend performance or shipments if Buyer fails to make required payments, materially breaches an accepted order, or presents a material credit risk supported by reasonable evidence.

Seller shall provide notice and a reasonable opportunity to cure where commercially practicable.

Seller may terminate an affected order if a material breach remains uncured for fifteen (15) days after written notice, unless a different period is required by applicable law or agreed in writing.

Termination shall not relieve Buyer of obligations accrued before termination, including payment for delivered products, completed products, and applicable cancellation charges.

17. Indemnification

To the extent permitted by applicable law, Buyer shall defend, indemnify, and hold Seller harmless against third-party claims, damages, and reasonable expenses arising from:

• Product designs or specifications supplied by Buyer that infringe third-party intellectual property rights.
• Buyer’s unauthorized modification or misuse of products.
• Buyer’s integration or application of products in a manner inconsistent with agreed specifications or Seller’s written instructions.
• Buyer’s violation of applicable export control or sanctions laws.

Buyer’s obligations shall apply only to the extent the claim arises from the identified conduct and shall not extend to losses caused by Seller’s negligence, willful misconduct, or breach of its express obligations.

Seller shall provide reasonably prompt notice of a covered claim and cooperate in its defense at Buyer’s expense.

18. Governing Law and Dispute Resolution

These Terms and all sales transactions governed by them shall be interpreted in accordance with the laws of the State of New Jersey, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

Any legal action arising from these Terms shall be brought in the state or federal courts having jurisdiction in New Jersey, and each party consents to the jurisdiction of such courts, except where prohibited by applicable law.

Before initiating litigation, the parties shall make a good-faith effort to resolve commercial disputes through discussions between authorized management representatives.

19. Entire Agreement and Severability

These Terms, together with Seller’s accepted quotation, written order acknowledgement, and any separately executed written agreement, constitute the agreement governing the applicable transaction.

No amendment or waiver shall be effective unless made in writing and authorized by Seller and, where applicable, Buyer.

If any provision is determined to be invalid or unenforceable, the remaining provisions shall remain effective to the fullest extent permitted by law.

Failure by Seller to enforce any provision shall not constitute a waiver of its right to enforce that provision in the future.

20. Contact Information

Sigma-Netics, Inc.
2 North Corporate Drive
Riverdale, NJ 07457
Phone: 973-616-6900
Website: www.sigmanetics.com

End of Terms and Conditions of Sale