Sylvara Labs (“Buyer”) offers to purchase goods and services only under the following Terms and Conditions. Acceptance of this purchase order constitutes agreement by the Seller to these terms exclusively. Any differing or additional terms contained in Seller’s quotation, acknowledgment, or other documentation are hereby rejected and shall have no force or effect unless expressly accepted in writing by Sylvara Labs.

1. Shipping and Billing
All goods shall be properly packed, labeled, and shipped by Seller in accordance with Buyer’s instructions, or in the absence thereof, in a manner consistent with best industry practices and lowest reasonable transportation costs. Seller bears full responsibility for any loss or damage until goods are received by Buyer.

1. Unless otherwise agreed, all shipments are FOB destination, freight prepaid.

2. Each shipment must include a detailed packing slip.

3. Bills of lading or other shipping receipts shall be promptly forwarded as instructed.

4. Seller must follow Buyer’s routing instructions exactly.

5. Buyer is not obligated to pay for goods not yet received and accepted. Payment does not constitute acceptance.

6. No interest or service fees shall be charged.

7. Discount terms begin on the later of the invoice receipt date or delivery date.

8. Shipments made contrary to instructions may be refused and returned at Seller’s expense.

9. Acceptance of one delivery does not obligate Buyer to accept future deliveries.

10. If delivery is late or nonconforming, Buyer may cancel all or part of the order and obtain substitute goods at Seller’s expense.

2. Delivery and Performance
Time is of the essence. Deliveries must strictly conform to the schedule specified. Seller shall immediately notify Buyer of any anticipated delays. Buyer may require Seller to expedite shipment at Seller’s expense to maintain schedule.

3. Price
Prices stated in the purchase order are complete and final, including all applicable taxes, packaging, labeling, and delivery charges unless otherwise agreed in writing. No additional fees or surcharges will be accepted without Buyer’s prior written approval. Seller guarantees pricing equal to or better than its best customer pricing for similar goods.

4. Warranties
Seller warrants that all goods and services shall:

• Conform strictly to Buyer’s specifications, drawings, and samples.

• Be of good material and workmanship, free from defects.

• Be fit for their intended purpose.

• Be properly packaged and labeled.

• Convey clear title free of liens or encumbrances.

• Be produced in compliance with all applicable laws and regulations.
  These warranties survive delivery, inspection, acceptance, and payment. No disclaimer or limitation shall reduce Seller’s obligations under this section.

5. Cancellation
Buyer may cancel all or part of the order without penalty if:

• Seller fails to deliver as scheduled.

• Seller’s progress endangers timely completion.

• Seller breaches any term herein.

• Seller becomes insolvent or enters bankruptcy.

6. Inspection
All goods are subject to Buyer’s inspection and approval. Nonconforming goods may be rejected, returned, or held at Seller’s expense and risk pending instructions.

7. Changes
Buyer may make reasonable changes to specifications, quantities, packaging, or delivery schedules. Price or timeline adjustments resulting from such changes must be agreed upon in writing. Seller shall not alter materials or processes without Buyer’s prior written consent.

8. Buyer’s Materials
Any tooling, equipment, or property provided by Buyer shall remain Buyer’s property, clearly identified, and insured by Seller. Seller shall indemnify Buyer from any loss or damage related thereto.

9. Termination for Convenience
Buyer may terminate this order in whole or in part at any time. Seller’s compensation shall be limited to:

• Goods completed and delivered prior to termination.

• Direct, reasonable costs of work-in-progress or non-cancellable commitments.

• Verified costs associated with cancellation.
  No payment shall be made for lost profits or indirect costs.

10. Tooling
Unless otherwise agreed, Seller shall provide and maintain all necessary tooling at its own cost. Buyer may purchase special tooling related to its orders at unamortized cost.

11. Confidentiality
All information, specifications, drawings, and data provided by Buyer are confidential and proprietary. Seller shall not disclose or use them for any purpose other than fulfilling this order and shall return all such materials upon completion or request.

12. Intellectual Property
Seller warrants that goods and services do not infringe any patent, trademark, copyright, or other proprietary rights. Seller shall defend, indemnify, and hold Buyer harmless from any such claims. If infringement occurs, Seller must, at its own expense, procure the right for continued use or provide a non-infringing substitute.

13. Compliance with Laws
Seller shall comply with all applicable federal, state, and local laws, including but not limited to labor, safety, environmental, and import/export regulations. Compliance certification shall be furnished upon request.

14. Ethical Standards
Sylvara Labs conducts business honestly and ethically. Seller must adhere to ethical business practices, respect human rights, and comply with all anti-bribery and fair labor standards.

15. Equal Opportunity
Seller shall comply with all applicable equal employment opportunity laws and shall not discriminate based on age, race, color, religion, sex, or national origin.

16. Conflict Minerals
Seller must ensure that any supplied goods containing tin, tungsten, tantalum, or gold are “conflict-free” and do not finance armed groups in the Democratic Republic of Congo or adjoining countries. Seller shall maintain proper due diligence systems and documentation to ensure compliance.

17. Indemnification
Seller shall indemnify and hold harmless Buyer, its affiliates, and agents from all claims, damages, or expenses arising from Seller’s performance, negligence, or noncompliance, including injury to persons or property.

18. Insurance
Upon request, Seller shall provide proof of insurance including General Liability, Product Liability, and Workers’ Compensation coverage naming Buyer as an additional insured. Coverage shall not be canceled without 30 days’ written notice.

19. Remedies
Buyer retains all remedies available under law or equity in addition to those specified herein. Buyer’s acceptance or payment does not waive any rights.

20. Limitation of Liability
Buyer shall not be liable for consequential, indirect, or incidental damages. Buyer’s total liability shall not exceed the price allocable to the goods or services giving rise to the claim.

21. Miscellaneous
This document constitutes the entire agreement between Buyer and Seller regarding the goods and services described herein. No amendment is valid unless in writing and signed by Buyer’s authorized representative. Invalid provisions shall not affect the remainder of this agreement. Buyer may offset any amounts owed by Seller against payments due.

22. Governing Law and Venue
This agreement shall be governed by and construed under the laws of the State of California, excluding conflict of law rules. Venue shall lie exclusively in the state or federal courts located in Los Angeles County, California.

23. Attorneys’ Fees
In any legal action arising from this agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.