PURCHASE ORDER TERMS & CONDITIONS

Effective: February 2026

Scope: All Manufacturing Components, Assemblies, and Services
Quality Framework: ISO 9001–Aligned
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1. Applicability
These Terms & Conditions (“Terms”) apply to all Purchase Orders (“POs”) issued by Orb Aerospace (“Buyer”) to the supplier named in the PO (“Supplier”). Supplier accepts the PO by acknowledging it, shipping goods, starting performance, or invoicing. If there is a conflict, precedence is: (1) A signed masteror supply agreement, (2) The PO, (3) These Terms, (4) Supplier documents.
 

2. Prices, Taxes & Payment
Prices are firm; no surcharges without approval. Buyer pays applicable sales/use taxes; Supplier pays taxes on income or employees. Buyer may set off undisputed amounts owed.  
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3. Inspection & Acceptance
Buyer may inspect goods within 15 days. Payment does not equal acceptance. Nonconforming goods may be returned, repaired, or replaced at Supplier’s expense, in Buyer’s sole discretion.
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4. Warranties
Goods Warranty: Supplier warrants goods are new, defect-free, do not infringe on third parties’ rights, conforming to specifications, fit for purpose, and compliant with laws.
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Warranty Period: The longer of (1) 12 months from delivery, or (2) any longer warranty Supplier offers in quotes, datasheets, catalogs, packaging, website, or standard documentation.

Pass-Through: All OEM warranties must be passed through without reduction.

Remedies: Buyer may require repair, replacement, or refund, in Buyer’s sole discretion.


5. Compliance with Laws‍
Supplier must comply with all applicable EHS, labor, export control, anti-corruption, and product compliance laws.
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6. Quality Requirements
Supplier must maintain an ISO 9001–aligned quality system. Supplier shall retain quality and traceability records for 3 years and allow reasonable audits.
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7. Intellectual Property
Buyer retains all Intellectual Property rights (“IP”) in any CAD models, drawings, or data. Supplier may use them only for fulfilling Buyer’s orders. Custom work product created for Buyer is Buyer-owned. Supplier warrants goods do not infringe IP.


8. Tooling & Equipment
Buyer-owned tooling must be maintained, insured, used only for Buyer’s orders, and returned in good condition.
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9. Confidentiality
Supplier must keep confidential all of Buyer’s non public information. No use of Buyer’s name or logo without Buyer’s consent.
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10. Indemnification
Supplier indemnifies Buyer for claims arising from or related to Supplier’s negligence, nonconformance, IP infringement, or law violations. Buyer indemnifies Supplier for claims to the extent arising solely from Buyer-provided designs.


11. Limitation of Liability
No indirect or consequential damages except for confidentiality breaches, IP infringement, personal injury, gross negligence, or unpaid amounts. Liability against Buyer is capped at total PO value overprior 12 months.


12. Termination
Buyer may terminate for convenience with 10 days’ notice. Either party may terminate for material breach (30 days to cure) or insolvency.


13. Force Majeure
Delays due to uncontrollable events are excused; Buyer may source elsewhere.


14. Subcontracting & Assignment
Supplier may not assign or subcontract substantial work without Buyer’s consent.


15. Governing Law & Jurisdiction
Michigan law governs; exclusive jurisdiction and venue in Kent County, Michigan. Buyer may recover attorney fees if Buyer prevails in any action to enforce its rights here under.


16. Entire Agreement
These Terms and the PO form the entire agreement and may be amended only in writing signed by both parties.