Terms and Conditions

 

STANDARD COMMERCIAL CONDITIONS OF SALE

Revision: 0

These Standard Commercial Conditions of Sale (“Conditions”) apply to all quotations, proposals, order acknowledgments, sales, licenses, repairs, services, and deliveries by Lite Coms LLC, a New York limited liability company (“Lite Coms”), to the purchaser identified in the applicable quotation or order acknowledgment (“Buyer”).

Lite Coms’ acceptance of any order is expressly conditioned upon Buyer’s acceptance of these Conditions. Lite Coms rejects any additional or different terms contained in Buyer’s purchase order, supplier portal, website, acknowledgment, correspondence, or other document unless an authorized representative of Lite Coms expressly accepts the specific term in a signed writing.

1. Definitions

For purposes of these Conditions:

“Buyer” means the individual or entity purchasing Products or Services from Lite Coms.

“Customer-Furnished Property” means equipment, materials, data, software, tooling, information, or other property furnished by or on behalf of Buyer.

“Products” means hardware, parts, assemblies, components, software, firmware, technical data, documentation, and other items supplied by Lite Coms.

“Services” means engineering, integration, installation, testing, repair, training, field support, technical assistance, sustainment, and other services supplied by Lite Coms.

“Order” means Buyer’s purchase order as accepted and modified by Lite Coms’ written order acknowledgment.

“Contract Documents” means the documents identified in Section 3.

2. Quotations and acceptance of orders

Unless otherwise stated, Lite Coms quotations:

1. Are valid for thirty days from the quotation date;
2. Are subject to withdrawal or correction before acceptance;
3. Are based upon the quantities, specifications, delivery schedule, assumptions, and scope stated in the quotation;
4. Do not constitute an offer capable of acceptance by Buyer; and
5. Are subject to product availability, credit approval, and final acceptance by Lite Coms.

No Order is binding upon Lite Coms until Lite Coms issues a written order acknowledgment or executes a separate written agreement.

Lite Coms’ commencement of work, acceptance of payment, or shipment does not constitute acceptance of Buyer’s additional or different terms.

3. Order of precedence

If there is a conflict among the Contract Documents, the following order of precedence applies:

1. A separately negotiated agreement signed by authorized representatives of both parties;
2. Lite Coms’ written order acknowledgment;
3. Lite Coms’ quotation and any expressly incorporated statement of work;
4. Any government, program, or customer-specific provision expressly accepted by Lite Coms in writing;
5. These Conditions;
6. Specifications and drawings expressly accepted by Lite Coms; and
7. Buyer’s purchase order, but only with respect to part number, quantity, delivery location, and price to the extent consistent with Lite Coms’ order acknowledgment.

Terms contained in Buyer’s supplier portal, website, electronic purchasing system, or document incorporated by reference do not apply unless Lite Coms expressly accepts those terms in a signed writing.

4. Prices

Unless otherwise stated in the quotation:

1. All prices are in U.S. dollars;
2. Prices exclude taxes, duties, tariffs, freight, insurance, customs charges, special packaging, travel, lodging, translation, export-license expenses, and governmental fees;
3. Prices are based on the quantities and delivery schedule stated in the quotation; and
4. Reduced quantities, accelerated delivery, delayed delivery, or changes in scope may result in a price adjustment.

If a change in law, tariff, duty, government action, Buyer requirement, exchange restriction, or extraordinary supplier cost materially increases Lite Coms’ cost or risk after Order acceptance, Lite Coms may request an equitable adjustment supported by reasonable information.

The parties will negotiate the adjustment in good faith. If they do not reach agreement within a commercially reasonable period, Lite Coms may suspend the affected performance or terminate the affected undelivered portion of the Order without liability. Buyer remains responsible for completed Products, Services performed, work in process, and non-cancelable commitments.

5. Payment

Unless otherwise stated in Lite Coms’ quotation or order acknowledgment:

1. Payment is due net thirty days from the invoice date;
2. Partial shipments and separately completed milestones may be separately invoiced;
3. Buyer shall make payment in U.S. dollars by an approved payment method;
4. Payment shall be made without setoff, deduction, recoupment, counterclaim, or withholding, except as required by law; and
5. A payment is not complete until Lite Coms receives cleared funds.

Overdue amounts accrue interest at the lesser of one and one-half percent per month or the maximum lawful rate.

Buyer shall reimburse Lite Coms for reasonable collection costs, including attorneys’ fees, court costs, and collection-agency fees.

If Buyer disputes an invoice, Buyer must provide written notice describing the specific disputed amount and basis for the dispute within fifteen days after the invoice date. Buyer shall timely pay all undisputed amounts.

Lite Coms may suspend performance, delay shipment, revoke credit terms, or require advance payment or other adequate assurance if:

• Buyer fails to make a payment when due;
• Buyer exceeds its approved credit limit;
• Buyer’s financial condition materially deteriorates;
• Lite Coms reasonably believes Buyer may not perform its payment obligations; or
• Buyer fails to provide requested financial or credit information.

A suspension under this Section does not constitute a breach by Lite Coms or excuse Buyer from its obligations.

6. Taxes and governmental charges

Buyer is responsible for all sales, use, excise, value-added, property, customs, import, export, and similar taxes, duties, tariffs, assessments, and governmental charges arising from the sale, license, delivery, possession, or use of Products or Services, excluding taxes based solely upon Lite Coms’ net income.

If Buyer claims an exemption, Buyer shall provide a valid exemption certificate before invoicing. If Lite Coms is required to pay an amount for which Buyer is responsible, Buyer shall promptly reimburse Lite Coms.

7. Delivery

Delivery dates are estimates unless Lite Coms expressly identifies a date as firm in its order acknowledgment.

Delivery schedules are conditioned upon Lite Coms’ timely receipt of:

• A complete and accurate Order;
• Required specifications, drawings, data, and approvals;
• Customer-Furnished Property;
• Export and import information;
• Required deposits or milestone payments; and
• Reasonable assurance of Buyer’s ability to perform.

Unless otherwise stated in the order acknowledgment:

1. Deliveries within the United States are FOB Origin, Lite Coms’ facility, Victor, New York; and
2. International deliveries are FCA Lite Coms’ facility, Victor, New York, Incoterms 2020.

Buyer is responsible for transportation, insurance, customs clearance, import formalities, duties, and taxes unless the order acknowledgment expressly states otherwise.

Lite Coms may make partial shipments and invoice each partial shipment separately. A delay affecting one shipment does not excuse Buyer’s obligations concerning other shipments.

Lite Coms is not liable for delay-related penalties, liquidated damages, cover costs, or other damages unless expressly accepted by Lite Coms in a signed writing.

8. Shipment delays caused by Buyer

If Buyer delays shipment, fails to provide shipping instructions, does not obtain required approvals, or otherwise prevents shipment when Products are ready:

1. The Products will be deemed completed and available for delivery;
2. Lite Coms may invoice the Products;
3. Payment will become due in accordance with the applicable payment terms;
4. Risk of loss will pass to Buyer upon notice that the Products are ready;
5. Lite Coms may place the Products in storage at Buyer’s expense; and
6. Buyer shall reimburse Lite Coms for handling, preservation, storage, insurance, and related costs.

9. Title, risk of loss, and security interest

Risk of loss passes to Buyer upon delivery in accordance with the shipping term stated in Section 7 or Lite Coms’ order acknowledgment.

Title to hardware passes to Buyer upon the later of:

1. Transfer of risk of loss; or
2. Lite Coms’ receipt of full payment for the applicable hardware.

Software, firmware, documentation, technical data, designs, and intellectual property are licensed and not sold. Ownership of those items does not transfer to Buyer.

Until Lite Coms receives full payment, Buyer grants Lite Coms a purchase-money security interest in the Products and proceeds from their sale, lease, or disposition. Buyer authorizes Lite Coms to file financing statements and agrees to execute documents reasonably necessary to evidence or perfect that security interest.

Buyer shall not grant an interest in unpaid Products that is senior to Lite Coms’ interest.

10. Packaging and transportation

Lite Coms will package Products in accordance with its standard commercial practices unless special packaging is stated in the Order.

Buyer-requested export packaging, long-term storage packaging, reusable containers, special marking, preservation, hazardous-material handling, or military packaging will be charged separately unless included in the quotation.

Buyer shall promptly inspect shipments for visible transportation damage and pursue claims against the carrier when risk of loss has passed to Buyer. Lite Coms will provide reasonable assistance with a carrier claim at Buyer’s expense.

11. Inspection and acceptance

Buyer shall inspect Products promptly after receipt.

Buyer must notify Lite Coms in writing of:

1. Visible shipping damage, shortages, or incorrect Products within ten business days after receipt; and
2. Other nonconformities reasonably discoverable by incoming inspection within thirty days after receipt.

The notice must identify the affected Product, serial or lot number if applicable, and the specific alleged nonconformity.

Products are deemed accepted if Buyer does not provide timely notice. Latent defects that could not reasonably be identified during incoming inspection are governed exclusively by the warranty in Section 17.

Government source inspection, destination inspection, acceptance testing, first-article inspection, or Customer-specific inspection requirements apply only if expressly accepted by Lite Coms in writing.

Payment is not contingent on Buyer’s resale, deployment, commissioning, integration, or receipt of payment from a third party.

12. Changes

Buyer may request changes to specifications, quantities, delivery schedules, packaging, documentation, testing, Services, or other requirements. No change is effective unless accepted by Lite Coms in writing.

Lite Coms is entitled to an equitable adjustment to price, schedule, warranty, and other affected terms for an accepted change.

Lite Coms may stop affected work while a change request is evaluated. Work performed before Lite Coms receives and accepts a change request remains payable.

If Buyer directs Lite Coms to proceed before price and schedule impacts are finalized, Lite Coms may perform the changed work on a time-and-materials basis at its then-current rates, subject to later written adjustment.

13. Product changes and obsolescence

Lite Coms may change Product design, components, materials, software, manufacturing processes, or sources of supply if the change does not materially impair the Product’s agreed form, fit, or function.

If a component becomes unavailable, obsolete, restricted, or commercially impracticable to obtain, Lite Coms may:

1. Substitute a reasonably equivalent component;
2. Propose a redesign or configuration change;
3. Adjust price or schedule;
4. Offer a last-time purchase opportunity when reasonably available; or
5. Terminate the affected undelivered portion of the Order.

Long-term availability, configuration continuity, technology-refresh support, and obsolescence-management Services are included only when expressly stated in the Order.

14. Customer-Furnished Property

Buyer shall provide Customer-Furnished Property in a timely manner, in suitable condition, and with all information necessary for its safe and lawful use.

Buyer retains title to Customer-Furnished Property and bears the risk of inherent defects, ordinary wear, pre-existing damage, and suitability for the intended purpose.

Lite Coms will exercise reasonable care while Customer-Furnished Property is in its possession. Lite Coms is not liable for loss or damage except to the extent directly caused by Lite Coms’ failure to exercise reasonable care. In no event will Lite Coms’ liability exceed the reasonable repair or replacement value of the affected Customer-Furnished Property.

Buyer warrants that Lite Coms’ possession and use of Customer-Furnished Property as required to perform the Order will not violate applicable law or third-party rights.

15. Specifications and Buyer-provided designs

Lite Coms will manufacture Products in accordance with the specifications and drawings expressly identified in its order acknowledgment.

Buyer is responsible for:

• The completeness and accuracy of Buyer-provided specifications;
• The suitability of the Products for Buyer’s intended application;
• System-level design and integration not expressly assigned to Lite Coms;
• Obtaining required approvals for the end use; and
• Verifying compatibility with Buyer’s or third-party equipment.

Lite Coms may rely upon information provided by Buyer without independent verification.

Buyer shall defend, indemnify, and hold Lite Coms harmless from third-party claims arising from Lite Coms’ compliance with Buyer-furnished designs, specifications, instructions, or required combinations, except to the extent the claim results from Lite Coms’ unauthorized deviation from those requirements.

16. Quality requirements and records

Lite Coms will manufacture and inspect Products in accordance with the specifications, quality requirements, and acceptance criteria expressly identified in the accepted Order.

No customer quality manual, supplier handbook, source-inspection requirement, special-process requirement, first-article requirement, statistical reporting requirement, or industry standard applies unless expressly accepted by Lite Coms in writing.

Unless a different period is stated in the accepted Order or required by applicable law, Lite Coms will retain production and quality records in accordance with its applicable record-retention policy.

Special record-retention, format, access, reproduction, or transfer requirements must be agreed before Order acceptance and may result in additional charges.

Buyer has no audit or facility-access right unless expressly stated in a signed agreement. Any accepted audit must be conducted during normal business hours, upon reasonable advance notice, subject to safety, security, export-control, confidentiality, and third-party restrictions.

17. Limited warranty

The warranty period applicable to each Product is the period stated in Lite Coms’ quotation, order acknowledgment, product documentation, or written warranty statement.

If no warranty period is stated, Lite Coms warrants for twelve months from shipment that Products manufactured by Lite Coms will:

1. Materially conform to the specifications expressly accepted by Lite Coms; and
2. Be free from defects in material and workmanship under normal, intended, and properly maintained use.

Lite Coms’ sole obligation and Buyer’s exclusive remedy are, at Lite Coms’ option:

• Repair of the affected Product;
• Replacement of the affected Product;
• Reperformance of the affected Service; or
• Credit or refund of the amount paid for the affected Product or Service.

Products repaired by Lite Coms are warranted for the remainder of the original warranty period or ninety days after Lite Coms’ return shipment, whichever is longer.

Replacement parts are warranted for the remainder of the original Product warranty unless Lite Coms states otherwise in writing.

18. Warranty exclusions

The warranty does not apply to a defect or failure resulting from:

• Improper installation, deployment, operation, storage, packaging, or maintenance;
• Use outside published or agreed environmental, electrical, mechanical, or operational limits;
• Accident, abuse, misuse, neglect, vandalism, battle damage, or casualty;
• Normal wear and tear;
• Corrosion, erosion, contamination, foreign-object damage, water intrusion, or environmental exposure outside specification;
• Unauthorized repair, alteration, disassembly, modification, or software installation;
• Buyer-furnished or third-party equipment, software, networks, satellite services, power sources, cabling, interfaces, or data;
• Failure to install required updates or follow Lite Coms’ written instructions;
• Cyberattack or unauthorized access not caused by a defect in the affected Product;
• Continued use after a condition should reasonably have been identified;
• Consumables or limited-life items that have reached their expected service life; or
• Specifications, designs, or instructions provided by Buyer.

Lite Coms does not warrant uninterrupted or error-free operation, continuous satellite or network connectivity, signal availability, coverage, bandwidth, or the performance of third-party networks or services.

19. Warranty claims, returns, and repairs

Buyer shall promptly notify Lite Coms of an alleged defect and obtain a return material authorization before returning any Product.

Unauthorized returns may be refused and returned at Buyer’s expense.

Buyer is responsible for inbound transportation, insurance, customs charges, duties, taxes, and risk of loss for Products returned to Lite Coms.

For a valid warranty claim, Lite Coms will pay standard return transportation to the original delivery location within the United States unless the applicable warranty states otherwise. International transportation, customs, duties, taxes, brokerage, and special handling remain Buyer’s responsibility unless expressly agreed otherwise.

Lite Coms may charge its then-current inspection and evaluation fee if:

• The Product is outside warranty;
• No defect is found;
• The condition is excluded from warranty;
• Required information is not supplied; or
• Buyer elects not to authorize a quoted repair.

Unless otherwise stated in the repair quotation, an evaluation fee paid for an out-of-warranty Product may be credited against the authorized repair charge.

Lite Coms is not responsible for Buyer or third-party repair costs unless Lite Coms authorized the repair in writing before the cost was incurred.

20. Third-party products

Products manufactured or licensed by third parties are covered only by the warranty, license, support, and remedy offered by the applicable third party and transferable to Buyer.

To the extent permitted, Lite Coms will pass through the applicable third-party warranty. Lite Coms does not expand or independently guarantee a third-party warranty.

Buyer shall comply with applicable third-party license and use restrictions.

21. Software, firmware, and subscriptions

Software and firmware are licensed, not sold. Unless separate license terms are provided, Lite Coms grants Buyer a limited, non-exclusive, non-transferable license to use embedded software and firmware solely with the Product in which it is installed and solely for that Product’s intended purpose.

Buyer shall not, except to the extent a restriction is prohibited by law:

• Copy the software except for an authorized backup;
• Modify, adapt, translate, or create derivative works;
• Reverse engineer, decompile, or disassemble;
• Remove proprietary notices;
• Circumvent access or license controls;
• Transfer the software separately from the associated Product; or
• Use the software to develop a competing product.

Third-party software is subject to the third party’s license terms.

Software updates, feature upgrades, licenses, waveform licenses, subscriptions, satellite services, connectivity, cybersecurity maintenance, and technical support are included only if expressly stated in the Order.

A perpetual license means the license does not expire solely through passage of time. It does not include perpetual maintenance, support, updates, compatibility, or third-party services unless expressly stated.

22. Services

Lite Coms will perform Services in a professional and workmanlike manner consistent with the accepted statement of work.

Unless expressly included, Services do not include:

• Travel or living expenses;
• Site preparation;
• Permits;
• Local labor or equipment;
• Translation;
• Security clearances;
• Classified work;
• Hazardous-location work;
• Union labor;
• Customer-specific credentials or training;
• Third-party system integration; or
• Work outside normal business hours.

Buyer shall provide safe and timely access, qualified personnel, necessary facilities, utilities, security approvals, and accurate site information.

Training materials and technical documentation are provided for Buyer’s internal use and may not be reproduced, distributed, or used to train third parties except as expressly authorized.

23. Disclaimer of other warranties

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN THESE CONDITIONS, LITE COMS DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE EXCEPT AS EXPRESSLY PROVIDED, NON-INFRINGEMENT EXCEPT AS PROVIDED IN SECTION 25, COURSE OF DEALING, COURSE OF PERFORMANCE, AND USAGE OF TRADE.

Buyer acknowledges that it has selected the Products based upon its own evaluation and has not relied upon a representation not expressly included in the Contract Documents.

No employee, representative, reseller, distributor, or agent may modify the warranty unless the modification is set forth in a writing signed by an authorized representative of Lite Coms.

24. Intellectual property and technical data

Lite Coms retains all right, title, and interest in:

• Inventions;
• Designs;
• Drawings;
• Software and firmware;
• Source code and object code;
• Manufacturing processes;
• Tooling designs;
• Test procedures;
• Technical data;
• Documentation;
• Know-how;
• Improvements; and
• Other intellectual property developed, owned, or supplied by Lite Coms.

Buyer receives only the rights expressly granted in the Contract Documents.

Unless expressly agreed otherwise, payment of engineering, development, tooling, or non-recurring charges does not transfer ownership of intellectual property, designs, manufacturing information, or tooling.

Buyer shall not disclose Lite Coms technical data to third parties, use it to manufacture or procure competing or replacement products, or remove proprietary notices without Lite Coms’ prior written consent.

Government-purpose, unlimited, specially negotiated, or other technical-data rights apply only when expressly accepted by Lite Coms in writing.

25. Intellectual-property claims

Subject to this Section, Lite Coms will defend Buyer against a third-party claim that an unmodified Product designed and manufactured solely by Lite Coms directly infringes an issued United States patent, United States copyright, or a third party’s trade secret.

Lite Coms’ obligation applies only if Buyer:

1. Promptly provides written notice of the claim;
2. Gives Lite Coms sole control of the defense and settlement;
3. Makes no admission or settlement without Lite Coms’ written consent; and
4. Provides reasonable cooperation at Lite Coms’ expense.

Lite Coms has no obligation for a claim arising from:

• Buyer-furnished specifications, designs, or instructions;
• Third-party Products or software;
• Unauthorized modification;
• Combination with items not supplied or approved by Lite Coms;
• Use outside the intended purpose;
• Continued use after Lite Coms offers a non-infringing alternative; or
• Compliance with a standard or requirement mandated by Buyer.

Lite Coms may, at its option:

• Obtain the right for Buyer to continue using the affected Product;
• Modify it to become non-infringing;
• Replace it with a substantially equivalent Product; or
• Accept its return and refund the amount paid for the affected Product, less reasonable depreciation based on use.

This Section states Lite Coms’ entire liability and Buyer’s exclusive remedy for an intellectual-property claim.

26. Confidentiality

Each party receiving non-public confidential or proprietary information from the other party shall:

1. Use the information only to perform or exercise rights under the applicable Order;
2. Protect it using at least reasonable care;
3. Disclose it only to employees, affiliates, subcontractors, and professional advisers who have a need to know and are bound by appropriate confidentiality obligations; and
4. Not disclose it to another person without the disclosing party’s written consent.

Confidentiality obligations do not apply to information that the receiving party can demonstrate:

• Is publicly available without breach;
• Was lawfully known without restriction before disclosure;
• Was independently developed without use of the confidential information; or
• Was lawfully received from a third party without confidentiality restriction.

A receiving party may disclose information as legally required, provided it gives advance notice where legally permitted and reasonably cooperates in seeking protective treatment.

Each party may retain archival copies required by law, regulation, insurance, cybersecurity, record-retention, or automated-backup procedures.

Disclosure does not transfer ownership or grant a license except as expressly stated.

27. Export controls and trade compliance

Each party shall comply with export-control, import, customs, sanctions, and trade laws applicable to its activities under the Order.

Buyer shall not export, re-export, transfer, release, disclose, or provide access to Products, software, technical data, or Services in violation of applicable law.

Unless the Order expressly states otherwise, Buyer is responsible for:

• Determining the legality of the destination, end user, and end use;
• Acting as importer of record;
• Obtaining import approvals;
• Paying import duties, taxes, and charges; and
• Complying with post-delivery transfer and access restrictions.

The party designated as exporter of record is responsible for obtaining required export authorization. Lite Coms is not required to proceed with an export-controlled transaction until required authorization is obtained.

Licensing decisions and government processing times are outside Lite Coms’ control. Denial, suspension, revocation, or delay of an authorization does not constitute Lite Coms’ breach.

Buyer shall not provide Lite Coms with export-controlled technical data or authorize foreign-person access without notifying Lite Coms in advance and obtaining Lite Coms’ written agreement.

28. Government and prime-contract requirements

No provision of the Federal Acquisition Regulation, Defense Federal Acquisition Regulation Supplement, agency supplement, prime contract, grant, cooperative agreement, government purchase order, priority rating, or customer flowdown applies unless:

1. Buyer specifically identifies the provision in writing before Order acceptance;
2. Buyer provides the complete applicable text or an accessible authoritative reference;
3. The provision is legally required to be flowed down to Lite Coms for the applicable work; and
4. Lite Coms expressly accepts the provision in writing.

Lite Coms’ acceptance of an Order, commencement of work, or shipment does not constitute acceptance of unidentified or unpriced flowdowns.

Lite Coms does not accept cost or pricing data requirements, audit rights, intellectual-property rights, cybersecurity obligations, socioeconomic requirements, domestic-source restrictions, mandatory accounting practices, or liability provisions unless expressly agreed in writing.

If an accepted government requirement changes Lite Coms’ cost, schedule, technical-data rights, cybersecurity duties, reporting obligations, or risk, Lite Coms is entitled to an equitable adjustment.

Buyer shall provide complete and accurate priority-rating information for a rated Order and is responsible for promptly communicating modifications, cancellations, and required delivery changes.

29. Cybersecurity and controlled information

Lite Coms will comply with cybersecurity, safeguarding, and cyber-incident reporting requirements expressly incorporated into an accepted Order and applicable to Lite Coms’ performance.

No requirement relating to CMMC, NIST SP 800-171, Federal Contract Information, Controlled Unclassified Information, covered defense information, classified information, or a particular system-security level applies unless expressly identified in the accepted Order or independently required by applicable law.

These Conditions do not constitute a representation concerning a particular:

• CMMC status or level;
• Assessment result;
• SPRS score;
• Government authorization;
• Cybersecurity certification; or
• Eligibility to receive a particular category of information.

Buyer shall not provide Lite Coms with classified information, controlled information, personal data requiring special handling, or export-controlled technical data unless Lite Coms has agreed in writing to receive and safeguard the information.

Each party shall notify the other of a confirmed security incident affecting the other party’s information when notice is required by the accepted Order or applicable law.

30. Compliance with laws

Each party shall comply with laws applicable to its own performance.

Lite Coms is not responsible for laws applicable solely because of Buyer’s location, industry, customer, end use, system configuration, installation, resale, or operation unless Lite Coms expressly accepts that responsibility in writing.

Buyer is solely responsible for determining whether the Products are suitable and legally approved for Buyer’s application, installation, and end use.

31. Force majeure

Lite Coms is not liable for delay or failure caused by circumstances beyond its reasonable control, including:

• Natural disaster;
• Fire;
• Flood;
• Severe weather;
• Epidemic or pandemic;
• War, terrorism, civil unrest, or sabotage;
• Labor disruption;
• Utility or telecommunications failure;
• Cybersecurity incident;
• Transportation interruption;
• Supplier delay or failure;
• Material or labor shortage;
• Embargo, sanction, or governmental action;
• Export or import licensing delay;
• Priority order or allocation requirement; or
• Inability to obtain materials on commercially reasonable terms.

Lite Coms may extend the delivery schedule for the duration of the event and a reasonable recovery period and may allocate available materials and capacity among its customers.

If the event continues for more than ninety days, either party may terminate the affected undelivered portion upon written notice. Before termination becomes effective, Buyer shall pay Lite Coms for:

• Completed Products;
• Services performed;
• Work in process;
• Committed or non-cancelable materials;
• Supplier cancellation charges; and
• Reasonable preservation and disposition costs.

Force majeure does not excuse payment for Products delivered or Services performed.

32. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, LITE COMS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PRODUCT, SERVICE, OR ORDER SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO LITE COMS FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

LITE COMS SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, MULTIPLE, OR PUNITIVE DAMAGES, OR FOR LOSS OF USE, REVENUE, PROFIT, PRODUCTION, DATA, CONTRACT, BUSINESS OPPORTUNITY, GOODWILL, SATELLITE SERVICE, SYSTEM AVAILABILITY, OR EQUIPMENT AVAILABILITY.

Lite Coms is not liable for Buyer’s or a third party’s:

• Contractual penalties;
• Liquidated damages;
• Recall costs;
• Removal or reinstallation costs;
• Field-service costs;
• Cover or replacement procurement;
• Customer claims; or
• Aircraft, vehicle, vessel, network, or system downtime.

These limitations apply regardless of whether the claim is based on contract, warranty, indemnity, negligence, strict liability, tort, statute, or another theory, and regardless of whether Lite Coms was advised that damages were possible.

The exclusion of consequential and other indirect damages is independent of, and survives, any failure of an exclusive or limited remedy.

Nothing in these Conditions excludes liability that cannot lawfully be excluded. Any additional or different liability carveout must be expressly stated in a signed agreement.

33. Cancellation by Buyer

Buyer may not cancel an Order after acceptance without Lite Coms’ written consent.

Custom, engineered-to-order, modified, non-standard, export-controlled, long-lead, government-program-specific, and specially procured Products are non-cancelable and non-returnable unless Lite Coms agrees otherwise in writing.

As a condition of an approved cancellation, Buyer shall pay:

1. The contract price for completed Products and completed Services;
2. Costs of work in process;
3. Labor and engineering performed;
4. Committed, non-cancelable, or non-returnable materials;
5. Supplier cancellation and restocking charges;
6. Reasonable demobilization, storage, preservation, and disposition costs;
7. Administrative costs reasonably resulting from cancellation; and
8. A reasonable margin on work performed.

Cancellation does not transfer ownership of Lite Coms intellectual property, incomplete designs, manufacturing information, or general-purpose inventory.

34. Returns

No Product may be returned without Lite Coms’ written authorization.

Standard, unused Products accepted for discretionary return may be subject to inspection, repackaging, refurbishment, transportation, and restocking charges.

The following are non-returnable unless defective under the applicable warranty:

• Custom or modified Products;
• Software and licenses;
• Opened or activated Products;
• Products with expired shelf life;
• Products damaged after risk of loss passed;
• Special-order Products; and
• Products not in resalable condition.

35. Suspension and termination by Lite Coms

Lite Coms may suspend performance or terminate an Order, in whole or in part, upon written notice if Buyer:

1. Fails to make a payment when due;
2. Fails to provide adequate assurance;
3. Materially breaches the Contract Documents;
4. Delays performance for an unreasonable period;
5. Becomes insolvent;
6. Makes an assignment for the benefit of creditors;
7. Becomes subject to bankruptcy, receivership, or similar proceedings; or
8. Requests or requires performance that Lite Coms reasonably believes would violate applicable law.

Termination does not affect Lite Coms’ right to recover amounts owed, cancellation charges, damages, or other available remedies.

36. Insurance

Buyer shall maintain commercially reasonable insurance appropriate for its possession, installation, operation, storage, and use of the Products.

From the time risk of loss passes until Lite Coms receives full payment, Buyer shall insure the Products against physical loss or damage for at least their unpaid value.

Upon reasonable request, Buyer shall provide evidence of insurance.

37. Assignment and subcontracting

Buyer may not assign an Order or its rights or obligations without Lite Coms’ prior written consent. An attempted unauthorized assignment is void.

Lite Coms may assign receivables and may assign an Order to an affiliate or successor in connection with a merger, reorganization, sale of equity, or sale of substantially all relevant assets.

Lite Coms may use qualified subcontractors and suppliers to perform portions of an Order.

38. Notices

Formal notices under these Conditions must be in writing and delivered by personal delivery, nationally recognized overnight courier, certified mail, or email with confirmation of receipt to the addresses identified in the Contract Documents.

A routine operational communication does not amend the Contract Documents unless it expressly states that it is an amendment and is signed by authorized representatives of both parties.

39. Governing law and venue

The Contract Documents and all disputes arising from them are governed by the laws of the State of New York, without regard to conflict-of-law rules.

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

The state and federal courts located in Monroe County, New York, have exclusive jurisdiction over actions arising from the Contract Documents, and each party consents to jurisdiction and venue in those courts.

Either party may seek temporary or injunctive relief in a court of competent jurisdiction to protect confidential information or intellectual property.

40. General provisions

40.1 Entire agreement

The Contract Documents constitute the entire agreement concerning the applicable transaction and supersede prior proposals, communications, representations, and understandings concerning that transaction.

40.2 Amendment

An amendment, modification, or waiver is effective only if in writing and signed by authorized representatives of both parties.

40.3 Waiver

Failure or delay in enforcing a right does not waive that right or any other right.

40.4 Severability

If a provision is held invalid or unenforceable, it will be enforced to the maximum lawful extent, and the remaining provisions will remain effective.

40.5 Independent contractors

The parties are independent contractors. Nothing creates a partnership, joint venture, fiduciary relationship, franchise, agency, or employment relationship.

40.6 No third-party beneficiaries

The Contract Documents are for the parties’ benefit and do not create enforceable rights for a third party.

40.7 Electronic signatures

Electronic signatures, electronic records, and counterparts are effective to the extent permitted by law.

40.8 Headings

Headings are for convenience and do not limit interpretation.

40.9 Survival

Provisions relating to payment, security interests, warranties, disclaimers, intellectual property, confidentiality, export controls, government requirements, limitation of liability, indemnification, cancellation, dispute resolution, and other provisions that by their nature should survive will survive completion, cancellation, or termination.

40.10 Cumulative remedies

Except where a remedy is expressly identified as exclusive, Lite Coms’ rights and remedies are cumulative.

41. Acceptance

ALL ORDERS ARE SUBJECT TO ACCEPTANCE BY LITE COMS LLC AT ITS PRINCIPAL OFFICE. NO ORDER IS BINDING UPON LITE COMS UNTIL ACCEPTED IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF LITE COMS.

LITE COMS LLC
7321 Victor Mendon Road
Victor, New York 14564
United States