Terms and Conditions of Sale

AGREEMENT: THE ACCEPTANCE OF CUSTOMER’S ORDER IS EXPRESSLY MADE CONDITIONAL ON CUSTOMER’S ASSENT TO THE TERMS AND CONDITIONS SET FORTH HEREIN, AND SOURCE ENERGY COMPANY (“SOURCE”) AGREES TO FURNISH THE PRODUCTS COVERED THEREBY (“PRODUCTS”) ONLY UPON THESE TERMS AND CONDITIONS OF SALE. Any terms and conditions that may be contained in any purchase order or other form of Customer shall be absolutely without force and effect, regardless of when received by SOURCE. Notwithstanding the foregoing, SOURCE may set forth Product-specific terms in an applicable quote or order confirmation. Any such Product-specific terms are incorporated herein by reference and shall be deemed to supplement but not replace or supersede the terms and conditions set forth herein unless such terms expressly supersede these terms and conditions. No waiver, alteration, or modification of any of the provisions hereof shall be binding on SOURCE unless made in writing and signed by an authorized representative of SOURCE. SOURCE reserves the right to accept or reject any order in whole or in part.
CANCELLATION: Cancellation or modification of orders (prior to shipment) are subject to SOURCE's prior written consent in each instance, which may be withheld in SOURCE's sole discretion. SOURCE reserves the right to charge a cancellation, restocking, change, or similar fee in its sole discretion.

PRICE CHANGES: Quoted prices are subject to change with notice to Customer from time to time. Products are invoiced at prices prevailing on the date of shipment.

PAYMENT; TAXES: Subject to credit approval and unless otherwise set forth on SOURCE's invoice or otherwise agreed upon by the parties in writing, payment shall be made within 30 days of the date of SOURCE's invoice. Outstanding balances shall accrue interest at a rate equal to the lesser of 1.5% per month and the maximum rate permitted by applicable law, from due date until paid, plus SOURCE's reasonable costs of collection. SOURCE reserves all other rights granted to SOURCE under the Uniform Commercial Code for Customer’s failure to pay for Product(s) or any other breach by Customer of these terms and conditions of sale. Under no circumstances shall SOURCE be obligated to pay or accept any back charges from Customer. There shall be added to the purchase price of each Product amounts equal to any sales, use, or equivalent taxes required to be collected by SOURCE, unless Customer provides SOURCE with an appropriate exemption certificate. Notwithstanding any specified payment terms, SOURCE may require a deposit or a payment in advance at SOURCE's sole discretion. The purchase price shall become immediately due and payable and SOURCE may cancel any unfilled portion of a shipment upon Customer's failure to make any payment when due.

SECURITY INTEREST: Customer hereby grants to SOURCE a purchase money security interest in each Product delivered hereunder and in proceeds from the sale, exchange, collection, or disposition thereof, until Customer has paid the applicable purchase price in full for such Product. Customer shall, upon request by SOURCE, provide all information and signatures required by SOURCE to perfect such security interest. SOURCE reserves all rights granted to a secured creditor under the Uniform Commercial Code, including the right to repossess upon default by Customer.

DELIVERY: Unless otherwise set forth in an applicable quote or order confirmation issued by SOURCE, or otherwise agreed upon by SOURCE in writing, delivery terms are FCA origin (Incoterms 2020). Any surcharges levied on SOURCE by suppliers or freight carriers will be charged to Customer. Customer is advised that quoted ship dates are based on estimates at the time of quotation and that SOURCE will devote its commercially reasonable efforts to meeting such schedules; provided, however, SOURCE assumes no liability for additional costs or damages resulting from late deliveries. Unless otherwise agreed by SOURCE in writing, SOURCE may deliver Products in partial shipments or in advance of the specified delivery date.

ACCEPTANCE: Customer shall inspect the Products as soon as delivered. For standard COTS Products, Customer must notify SOURCE of any physical damage or visible defect within 5 business days of receipt, and of any functional defect within 14 calendar days of receipt. For custom ordered Products (as described in Section 10), Customer must notify SOURCE of any defect within 30 calendar days of receipt to allow for system integration and testing. If no notice of defect is received by SOURCE within the applicable period set forth above, the Products are irrevocably accepted. If SOURCE determines that the Products are defective and Customer provides notice of such defect within the applicable period, SOURCE may, as its sole liability and Customer's sole and exclusive remedy, and at SOURCE's option, either correct the Products or substitute the defective Products with non-defective Products.

RISK OF LOSS: Unless otherwise set forth in an applicable quote or order confirmation issued by SOURCE, SOURCE shall not be liable for any Product(s) lost, damaged, or destroyed while in transit, and Customer acknowledges and agrees that any risk of such loss, damage, or destruction transfers to, and is assumed by, Customer upon delivery of Product(s) to a common carrier or when otherwise placed in transit.

COMPLIANCE: Customer shall comply with (a) all instructions, requirements and restrictions (if any) set forth in the published specifications for the applicable Product (“Specifications”) which are incorporated herein by reference and (b) all applicable federal, state and local laws, rules, regulations, including, without limitation, any of the foregoing related to Customer’s storage, use, removal, and disposal of Products and any materials or debris resulting from use of the Products.

CUSTOM ORDERS: To the extent that a Product is customized for Customer, Customer agrees to indemnify, defend, and hold harmless SOURCE against all suits at law or in equity and from any and all damages, claims, and demands for personal injury or actual or alleged infringement of any United States or foreign intellectual property right and to defend any suit or actions which may be brought against SOURCE for such injury and/or any alleged infringement because of the manufacture and/or sale of the material covered thereby. Custom ordered Products shall be described in the purchase order or order confirmation at or before the time that their manufacture or assembly commences.

LIMITED WARRANTY: SOURCE warrants to Customer that each Product will be manufactured with good workmanship and in material conformance with the applicable Specifications in effect at the time of manufacture (the "Workmanship Warranty"). SOURCE's Workmanship Warranty is satisfied and fully discharged upon delivery of the Product accompanied by a Certificate of Conformance ("CofC") issued by SOURCE confirming that the Product was manufactured in accordance with the applicable Specifications and SOURCE's quality management system. Customer acknowledges that SOURCE's Products are intended for deployment in space or other environments where repair, replacement, or retrieval after delivery is impractical or impossible, and that a conventional repair-or-replace warranty remedy is therefore not feasible. Accordingly, delivery of a conforming CofC constitutes SOURCE's sole warranty obligation and Customer's sole and exclusive remedy with respect to product quality and workmanship. If Customer believes a Product delivered with a CofC does not conform to the Workmanship Warranty, Customer must notify SOURCE in writing within the applicable acceptance period set forth in Section 7, and SOURCE shall, at SOURCE's option and as SOURCE's sole liability, either issue a corrected CofC, re-inspect the Product, or credit Customer for the non-conforming Product. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 11, SOURCE EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. SOURCE DOES NOT WARRANT THAT THE PRODUCTS WILL MEET CUSTOMER’S REQUIREMENTS. UNLESS OTHERWISE SET FORTH ON SOURCE’S INVOICE, OR OTHERWISE AGREED UPON BY SOURCE IN WRITING, ALL PRODUCTS, INCLUDING THOSE REQUIRED TO MEET EXACT SPECIFICATIONS, SHALL BE SUBJECT TO INDUSTRY STANDARD TOLERANCES AND VARIATIONS.

PROPRIETARY INFORMATION; RESTRICTIONS ON USE: SOURCE may provide proprietary information to Customer in connection with the Products. Customer agrees that such information shall include all information which Customer knows or reasonably may know is confidential to SOURCE. Such information shall remain the exclusive property of SOURCE, and Customer agrees to preserve and protect such information and to take all other acts reasonably requested by SOURCE with respect to it. Upon SOURCE's request, Customer will return to SOURCE all documents containing SOURCE's proprietary information and retain no copies thereof. Customer agrees that its obligation to protect SOURCE's proprietary information shall be ongoing and shall not cease upon completion or termination of these terms and conditions. Customer shall not attempt to reverse engineer, deconstruct, modify, perform any material analysis on, defeat any security mechanism on, or otherwise tamper with the Products.

ADVICE: SOURCE may provide Customer technical advice regarding the Products, but SOURCE does not control or supervise the subsequent manufacture, fabrication, or installation of its Products or their use after sale, and does not warrant or guarantee such advice.

INDEMNIFICATION: Customer is solely responsible for its storage, use, removal, and disposal of Products and any materials or debris resulting from use of the Products. To the fullest extent permitted by applicable law, Customer agrees to defend, indemnify, and hold harmless SOURCE, and its directors, officers, employees and agents (collectively “Indemnitees”) from and against any and all losses, damages, liabilities, demands, claims, actions, judgments, charges, court costs, and legal or other expenses, including, without limitation, reasonable attorneys’ fees and expenses, which Indemnitees may sustain, incur, or become liable for in any suit, action, or other proceeding arising out of, related to, or in any way connected with Customer’s purchase, sale, or use of Product(s), including, but not limited to, (a) Customer’s misuse of such Product(s) or (b) any other acts or omissions, willful misconduct or negligent misconduct on the part of Customer; provided, however, Customer shall have no indemnity obligations under this paragraph for any losses, damages, liabilities, demands, claims, actions, judgments, charges, court costs, and legal or other expenses to the extent caused by the willful misconduct or negligent misconduct of an Indemnitee.

LIMITATION OF LIABILITY: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, (A) IN NO EVENT WILL SOURCE BE LIABLE FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, EVEN IF SOURCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) SOURCE’S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO ANY PRODUCT WILL NOT EXCEED THE TOTAL AMOUNTS PAID TO SOURCE BY CUSTOMER FOR THE PRODUCT GIVING RISE TO THE CLAIM, REGARDLESS OF THE FORM IN WHICH ANY LEGAL OR EQUITABLE ACTION MAY BE BROUGHT AGAINST SOURCE. NO ACTION RELATING TO THE PRODUCTS MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER DELIVERY.

EXPORT: These terms and conditions are subject to all laws, regulations, orders and other restrictions on the export from the U.S. or re-export of the Products. Customer shall not export directly or indirectly any Products to any country for which an export license or other governmental approval is required at the time of export without first obtaining all necessary licenses and approvals. Customer shall hold SOURCE harmless from any liability arising from Customer’s failure to comply with such laws, regulations and orders, or the provisions of this paragraph.

FORCE MAJEURE: SOURCE shall not be liable for any delays in making delivery where occasioned by strikes, differences with workers, or any causes beyond the control of SOURCE, including, but not limited to, fires, floods, accidents, action of any governmental authority, war, insurrection or riots, or shortages of labor, energy, raw materials, production facilities, or transportation. Where delays or failures of delivery are caused by labor difficulties, SOURCE shall not be obligated to seek or obtain any settlement which, in SOURCE's sole judgment, is not in SOURCE's best interest.

ARBITRATION: The parties agree that any and all disputes, claims or controversies arising out of or relating to any Product(s) that are not resolved by their mutual agreement (a) shall be brought by a party in such party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding and (b) shall be submitted to final and binding arbitration before JAMS (formerly Judicial Arbitration and Mediation Services), or its successor. The arbitration will be conducted in accordance with the provisions of JAMS’ Comprehensive Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The Arbitration shall take place in Denver, Colorado. The parties will share equally in the costs of the arbitration. The provisions of this Section may be enforced by any Court of competent jurisdiction, and the party seeking enforcement shall be entitled to an award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered.

MISCELLANEOUS: Customer acknowledges that it has not been induced to purchase any Product from SOURCE by any representation or warranty not expressly set forth herein. This document constitutes the final and entire agreement of the parties and supersedes all existing agreements and all other oral or written communication between them concerning its subject matter. None of the terms and conditions contained herein may be added to, modified, superseded, or otherwise altered except by a written document signed by an authorized representative of each party. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. These terms and conditions of sale and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Colorado, without reference to its choice of laws rules that would require the application of the laws of a different jurisdiction.