Terms and Conditions

Terms and Conditions for Pacific Maritime Industries Corp.

PACIFIC MARITIME INDUSTRIES STANDARD PURCHASE ORDER TERMS AND CONDITIONS

Raw Sheet Metal and Related Materials – U.S. Department of Defense / U.S. Navy Supply Chain

These Purchase Order Terms and Conditions (these “Terms”) govern the purchase of raw sheet metal and related materials (the “Goods”) by Pacific Maritime Industries, a California corporation having its principal place of business at 1790 Dornoch Court, San Diego, California 92154, USA (“Buyer”), from the supplier identified on the face of the purchase order (“Seller”). These Terms apply to every purchase order, blanket order, release, or other order document (each, a “PO”) issued by Buyer to Seller, unless expressly superseded by a written agreement signed by an authorized representative of Buyer.

Buyer is a defense subcontractor that supplies, or may supply, fabricated sheet metal components in support of contracts with the United States Government, including the U.S. Department of Defense (“DoD”) and U.S. Department of the Navy. Many provisions of these Terms exist because Buyer is required to flow them down to its suppliers under federal acquisition regulations. Seller acknowledges this purpose and agrees to comply accordingly.

1. Acceptance; Entire Agreement; Order of Precedence

1.1 Acceptance. Seller accepts these Terms and each PO by (a) acknowledging the PO in writing, (b) commencing performance, or (c) delivering any of the Goods, whichever occurs first. Any acknowledgment, invoice, or other document from Seller containing different or additional terms is rejected, and no such terms shall be binding on Buyer absent a writing signed by Buyer’s authorized representative.

1.2 Entire Agreement. The PO, these Terms, any drawings, specifications, statements of work, and quality clauses referenced on the face of the PO constitute the entire agreement of the parties with respect to the subject matter and supersede all prior or contemporaneous understandings.

1.3 Order of Precedence. In the event of conflict, the following order of precedence applies: (i) the face of the PO, including referenced drawings and specifications; (ii) any signed written agreement between the parties expressly covering the Goods; (iii) these Terms; (iv) Buyer’s referenced quality clauses; and (v) any other document referenced by Buyer.

2. Definitions

“Certificate of Conformance” or “CoC” means a written certification by Seller that the Goods delivered conform to the requirements of the PO, including all applicable specifications, revisions, and standards.

“Covered Defense Information” or “CDI” has the meaning set forth in DFARS 252.204-7012, and includes Controlled Unclassified Information (“CUI”) provided to or generated by Seller in performance of a PO.

“Government” means the United States Government, including any of its departments, agencies, or instrumentalities.

“Mill Test Report” or “MTR” (also referred to as a Material Test Report or Certified Material Test Report) means a quality assurance document produced by the metal producer that certifies the chemical and physical/mechanical properties of the material against the applicable specification.

“Prime Contract” means the contract between the Government and Buyer’s customer that the Goods support, whether directly or through an intermediate tier.

3. Pricing, Invoicing, and Payment

3.1 Pricing. Prices stated on the PO are firm and include all charges for packaging, marking, preservation, and loading. Seller shall not impose surcharges, fuel adjustments, or scrap-index escalators unless expressly authorized in writing on the face of the PO.

3.2 Taxes. Stated prices include all applicable taxes other than sales and use taxes properly chargeable to Buyer, which shall be itemized on Seller’s invoice. Seller is responsible for taxes measured by its income, payroll, or property.

3.3 Invoicing. Seller shall submit invoices upon shipment, referencing the PO number, line item number, part number, quantity, unit price, MTR/CoC reference, country of melt and origin, and any applicable tax. Invoices not containing the required information may be returned unpaid.

3.4 Payment Terms. Unless otherwise stated on the PO, payment terms are net sixty (60) days from the later of (a) Buyer’s receipt of a conforming invoice or (b) Buyer’s acceptance of the Goods. Buyer may set off against any amount owed to Seller any amount Seller owes to Buyer or any Buyer affiliate.

3.5 Most-Favored Customer. Seller represents that the prices charged hereunder are no higher than the lowest prices charged by Seller to any other customer for the same or similar goods in comparable quantities.

4. Delivery; Title and Risk of Loss

4.1 Delivery Schedule. Time is of the essence. Seller shall deliver the Goods on the date(s) specified on the PO. Seller shall promptly notify Buyer in writing of any anticipated delay, the cause, and Seller’s recovery plan; such notice does not waive any of Buyer’s remedies.

4.2 Shipping Terms. Unless otherwise stated, shipments are FCA Seller’s dock (Incoterms 2020), freight prepaid and added by Seller, with carrier selected by Buyer or, if no selection is made, by Seller using a reasonable commercial carrier. Title and risk of loss pass to Buyer upon Buyer’s acceptance at the destination point identified on the PO.

4.3 Premium Transportation. If any delay attributable to Seller requires premium transportation to meet the delivery schedule, Seller shall bear the difference between the premium and standard transportation costs.

4.4 Over- and Under-Shipments. Buyer is not obligated to accept quantities in excess of the PO quantity. Under-shipments shall be cured promptly at Seller’s expense.

4.5 Domestic Sourcing of Transport. To the extent the Prime Contract or any Government regulation requires use of U.S.-flag vessels or domestic carriers (including FAR 52.247-64 and DFARS 252.247-7023), Seller shall comply and shall flow the requirement to its own carriers.

5. Quality Requirements; Certifications; Traceability

5.1 Conformity. The Goods shall conform strictly to the PO, including all referenced drawings, specifications (e.g., ASTM, AMS, QQ, MIL, ASME, SAE), heat treat condition, temper, finish, dimensional tolerances, and revision levels in effect on the PO issue date. Substitutions of grade, source, or specification are prohibited without Buyer’s prior written approval.

5.2 Mill Test Reports. Each shipment shall be accompanied by legible Mill Test Reports issued by the producing mill that show, at minimum: (a) heat or lot number; (b) chemical analysis; (c) mechanical properties; (d) applicable specification and revision; (e) country of melt and country of origin; (f) heat treatment condition; and (g) the producing mill’s name and location. MTRs shall be traceable to the specific material delivered.

5.3 Certificate of Conformance. Each shipment shall be accompanied by a Certificate of Conformance signed by an authorized representative of Seller stating that the Goods conform to all PO requirements. The CoC shall reference the PO number, line item, quantity, part number, lot/heat number, and applicable specifications.

5.4 Traceability. Seller shall maintain material traceability from raw material producer to the delivered Goods. Material shall be physically identified (tagged, stamped, or otherwise marked) in a manner that allows positive correlation to its MTR throughout receipt, storage, and use. Loss of traceability shall be cause for rejection.

5.5 Counterfeit and Fraudulent Material. Seller represents that the Goods are new, unused, and authentic, and have not been remarked, refurbished, or misrepresented as to origin, grade, or specification. Seller shall maintain a written process to detect and prevent the delivery of counterfeit, fraudulent, suspect, or non-authentic material consistent with SAE AS6174 (where applicable) and shall promptly notify Buyer upon learning that any delivered material may be counterfeit or suspect.

5.6 Specialty Metals and Domestic Source. Where the Goods constitute or contain “specialty metals” as defined in DFARS 252.225-7008/-7009, the Goods shall be melted or produced in the United States or a qualifying country, as applicable. Seller shall identify on the MTR and CoC the country of melt and country of pour/origin. If Seller cannot meet a domestic-source requirement specified on the PO, Seller shall notify Buyer in writing before shipment and obtain written approval.

5.7 RoHS / Hexavalent Chromium / Restricted Substances. Seller shall comply with DFARS 252.223-7008 (Prohibition of Hexavalent Chromium) where applicable, and shall disclose the presence of any substances restricted by the PO, applicable specifications, or law (including REACH and TSCA, as applicable).

5.8 Quality Management System. Seller shall maintain a documented quality management system reasonably suitable for production of the Goods (e.g., ISO 9001 or equivalent). Buyer may, at its option and on reasonable notice, audit Seller’s and any sub-tier supplier’s facilities, processes, and records pertaining to the Goods.

5.9 Source Inspection; Right of Access. Buyer, Buyer’s customer, and the Government reserve the right to inspect, test, and verify the Goods and Seller’s quality system at Seller’s and its sub-tier suppliers’ premises during normal business hours. Source inspection does not relieve Seller of responsibility for furnishing conforming Goods and does not constitute acceptance.

5.10 First Article and Lot Acceptance. Where required by the PO, Seller shall submit a first article inspection in accordance with AS9102 (or as specified) and shall not commence production shipments until Buyer’s written approval is received.

6. Inspection, Acceptance, and Nonconforming Goods

6.1 Inspection. All Goods are subject to inspection and test by Buyer at any time and place, including at Seller’s facility, sub-tier facilities, in transit, and after delivery. Payment for the Goods does not constitute acceptance.

6.2 Rejection. Goods that do not conform may, at Buyer’s option, be (a) rejected and returned at Seller’s risk and expense; (b) accepted at a reduced price; (c) repaired or replaced by Seller at Seller’s expense within a reasonable period; or (d) reworked by Buyer at Seller’s expense. Risk of loss for rejected Goods remains with Seller.

6.3 Corrective Action. Upon Buyer’s request, Seller shall provide a written root-cause and corrective-action report (8D or equivalent) within ten (10) business days, and shall implement corrective and preventive actions to Buyer’s reasonable satisfaction.

6.4 Latent Defects. Notwithstanding any prior inspection, payment, or acceptance, Buyer may reject Goods for latent defects, fraud, or such gross mistakes as amount to fraud.

6.5 Government-Source Inspection. If the PO indicates that Government Source Inspection is required, Seller shall promptly notify the Government representative upon receipt of the PO and shall not ship without authorized release.

7. Packaging, Preservation, Marking, and Shipping Documentation

7.1 Packaging. Seller shall package, preserve, and mark the Goods in accordance with the PO and, where applicable, MIL-STD-129, ASTM D3951, or other specified standards, in a manner that protects against corrosion, mechanical damage, and identification loss during shipment and storage.

7.2 Identification and Marking. Each package, skid, or coil shall be legibly identified with Buyer’s PO number, line item, part number, specification and revision, heat/lot number, quantity, country of origin, and any unique identifiers required by the PO (including IUID where DFARS 252.211-7003 applies).

7.3 Packing List and Shipping Documents. A packing list referencing the PO number and itemizing each line item shall accompany each shipment. Required certifications (MTR, CoC, and any specification-required test reports) shall be enclosed with the shipment and, when requested by Buyer, transmitted electronically in advance of arrival.

8. Warranty

8.1 General Warranty. Seller warrants that the Goods (a) conform strictly to the PO, including all referenced drawings, specifications, and samples; (b) are new, free from defects in material and workmanship; (c) are merchantable and fit for the purposes intended by Buyer to the extent communicated to Seller; (d) are free of liens and encumbrances; and (e) do not infringe any third-party intellectual property right.

8.2 Warranty Period. Seller’s warranties extend for the longer of (i) twenty-four (24) months from Buyer’s acceptance; (ii) the warranty period required by the Prime Contract that the Goods support; or (iii) any longer period required by applicable law.

8.3 Remedies. If any Good fails to conform to the foregoing warranties, Seller shall, at Buyer’s option, promptly repair, replace, or refund the price of the nonconforming Good, in each case at Seller’s expense including transportation. These remedies are in addition to, and not in lieu of, any other remedies available to Buyer at law or in equity.

9. Changes

Buyer may at any time, by written notice, make changes to drawings, specifications, packaging, place of delivery, method of shipment, or quantity. If any such change causes a material increase or decrease in Seller’s cost of, or time required for, performance, an equitable adjustment shall be made; provided that Seller submits a written claim with supporting documentation within thirty (30) days after receipt of the change. No change shall be effective without a written PO amendment signed by Buyer’s authorized representative. Seller shall not make any change in source of supply, manufacturing location, process, or material composition without Buyer’s prior written approval.

10. Confidentiality; Proprietary Information; Publicity

10.1 Confidentiality. Each party shall treat as confidential the other party’s nonpublic information, including drawings, specifications, pricing, and Government-furnished information, and shall use it solely for performance of the PO. Buyer’s information shall not be reproduced, disclosed, or used for any other purpose without Buyer’s prior written consent.

10.2 Government-Furnished Information. Seller acknowledges that information provided by Buyer may be Controlled Unclassified Information (CUI) or otherwise subject to government control. Seller shall handle such information in accordance with Section 11 (Cybersecurity) and all markings on the information itself.

10.3 Publicity. Seller shall not, without Buyer’s prior written consent, issue any press release, advertising, or other public statement referring to Buyer, Buyer’s customers, the Government, or the Prime Contract, or use Buyer’s name, logo, or trademarks.

11. Cybersecurity; Safeguarding Covered Defense Information

11.1 Basic Safeguarding. Seller shall comply with FAR 52.204-21 (Basic Safeguarding of Covered Contractor Information Systems) with respect to all Federal contract information related to the PO.

11.2 DFARS 252.204-7012. To the extent the PO involves, or Seller’s information system stores, processes, or transmits, Covered Defense Information (CDI) or operationally critical support, Seller shall: (a) provide adequate security in accordance with DFARS 252.204-7012 and implement the security requirements specified in NIST SP 800-171 (Revised); (b) rapidly report cyber incidents to the DoD at https://dibnet.dod.mil within seventy-two (72) hours of discovery, and concurrently notify Buyer; (c) preserve and protect media and images as required by the clause; (d) cooperate with DoD damage assessment activities; and (e) flow down DFARS 252.204-7012 to its sub-tier suppliers who handle CDI.

11.3 CMMC. Where required by the PO or the Prime Contract, Seller shall comply with DFARS 252.204-7021 and maintain a current Cybersecurity Maturity Model Certification (CMMC) at the level specified by Buyer (or, if not specified, at the level required by the Prime Contract) for the duration of the PO.

11.4 Assessment Information. Seller shall, upon Buyer’s request, provide its current NIST SP 800-171 self-assessment summary level score (and SPRS posting date), evidence of CMMC status, and the System Security Plan (SSP) and Plan of Action and Milestones (POA&M) covering CDI handled under the PO. (Seller acknowledges that DFARS 252.204-7019 has been retired and that the assessment posting framework has been migrated to DFARS 252.240-7997, formerly 252.204-7020; Seller shall comply with such successor provisions as they apply.)

11.5 Subcontractor Notice. Seller shall promptly notify Buyer if Seller is unable to comply with any of the foregoing or if Seller’s sub-tier supplier is unable to comply.

11.6 Prohibited Sources. Seller represents and warrants that it does not use any covered telecommunications equipment or services described in FAR 52.204-25 (Section 889) or any Kaspersky-developed product described in FAR 52.204-23 in performance of any PO.

12. Compliance with Laws; Anti-Corruption; Trade

12.1 Compliance Generally. Seller shall comply with all applicable federal, state, local, and foreign laws, regulations, executive orders, and ordinances in connection with the PO, including those relating to labor, environment, health and safety, anti-corruption, anti-trafficking, sanctions, and export control.

12.2 Anti-Corruption. Seller shall not, directly or indirectly, offer, promise, give, or authorize the giving of anything of value to any government official, political party, or other person to obtain or retain business or any improper advantage. Seller shall comply with the U.S. Foreign Corrupt Practices Act and all comparable foreign laws.

12.3 Anti-Trafficking. Seller shall comply with the prohibitions and reporting obligations of FAR 52.222-50 (Combating Trafficking in Persons) and shall flow this requirement to its sub-tier suppliers.

12.4 Export Controls. Seller shall comply with all U.S. export control laws and regulations, including the International Traffic in Arms Regulations (ITAR, 22 C.F.R. Parts 120–130), the Export Administration Regulations (EAR, 15 C.F.R. Parts 730–774), and U.S. economic sanctions administered by OFAC. Where DFARS 252.225-7048 applies, Seller shall comply. Seller shall classify the Goods and notify Buyer in writing of the applicable ECCN, USML category, or other classification on each shipment.

12.5 Equal Opportunity / Labor. Seller shall comply with all applicable equal opportunity and labor laws, including those identified in Section 14 below.

13. Insurance

Seller shall maintain, with reputable insurers, insurance reasonably appropriate to its business and the performance of the PO, including: (a) Workers’ Compensation at statutory limits and Employer’s Liability with limits not less than $1,000,000; (b) Commercial General Liability of not less than $2,000,000 per occurrence; (c) Automobile Liability of not less than $1,000,000 combined single limit; and (d) where applicable, Product Liability/Completed Operations and Professional Liability/Errors and Omissions coverage. Upon Buyer’s request, Seller shall furnish certificates of insurance naming Buyer and its customers (including the Government, where required) as additional insureds, with thirty (30) days’ advance notice of cancellation or material change.

14. Government Contract Flow-Down Provisions

If the PO is issued in support of, or charges to, a U.S. Government Prime Contract, the FAR and DFARS clauses listed in this Section 14 are incorporated by reference into the PO and apply to Seller and its sub-tier suppliers to the extent (i) required by the Prime Contract; (ii) required by law to be flowed down; or (iii) reasonably necessary to accomplish the purposes of the Prime Contract. For purposes of these clauses, the term “Contractor” refers to Seller and the term “Contracting Officer” or “Government” refers to Buyer, except where the context clearly indicates otherwise (for example, with respect to rights of audit, inspection, examination of records, or reports that, by law, run to the Government). The clauses are incorporated as in effect on the date of the PO. The list below is not exhaustive; additional clauses may be identified on the face of the PO based on the Prime Contract.

14.1 Federal Acquisition Regulation (FAR)

FAR Clause Title
52.203-3Gratuities
52.203-6Restrictions on Subcontractor Sales to the Government
52.203-12Limitation on Payments to Influence Certain Federal Transactions
52.203-13Contractor Code of Business Ethics and Conduct
52.203-15Whistleblower Protections under the American Recovery and Reinvestment Act of 2009 (if applicable)
52.203-17Contractor Employee Whistleblower Rights
52.203-19Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements
52.204-21Basic Safeguarding of Covered Contractor Information Systems
52.204-23Prohibition on Contracting for Hardware, Software, and Services Developed or Provided by Kaspersky Lab
52.204-25Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Section 889)
52.219-8Utilization of Small Business Concerns
52.219-9Small Business Subcontracting Plan (if applicable based on order value)
52.222-17Nondisplacement of Qualified Workers (if applicable)
52.222-21Prohibition of Segregated Facilities
52.222-26Equal Opportunity
52.222-35Equal Opportunity for Veterans
52.222-36Equal Opportunity for Workers with Disabilities
52.222-37Employment Reports on Veterans
52.222-40Notification of Employee Rights Under the National Labor Relations Act
52.222-41Service Contract Labor Standards (if applicable)
52.222-50Combating Trafficking in Persons
52.222-54Employment Eligibility Verification
52.223-18Encouraging Contractor Policies to Ban Text Messaging While Driving
52.225-13Restrictions on Certain Foreign Purchases
52.225-26Contractors Performing Private Security Functions Outside the United States (if applicable)
52.232-40Providing Accelerated Payments to Small Business Subcontractors
52.244-6Subcontracts for Commercial Products and Commercial Services
52.247-64Preference for Privately Owned U.S.-Flag Commercial Vessels

14.2 Defense Federal Acquisition Regulation Supplement (DFARS)

DFARS Clause Title
252.203-7000Requirements Relating to Compensation of Former DoD Officials
252.203-7001Prohibition on Persons Convicted of Fraud or Other Defense-Contract-Related Felonies
252.203-7002Requirement to Inform Employees of Whistleblower Rights
252.204-7000Disclosure of Information
252.204-7008Compliance with Safeguarding Covered Defense Information Controls
252.204-7009Limitations on the Use or Disclosure of Third-Party Contractor Reported Cyber Incident Information
252.204-7012Safeguarding Covered Defense Information and Cyber Incident Reporting
252.204-7015Notice of Authorized Disclosure of Information for Litigation Support
252.204-7018Prohibition on the Acquisition of Covered Defense Telecommunications Equipment or Services
252.204-7021Contractor Compliance with the Cybersecurity Maturity Model Certification Level Requirements
252.211-7003Item Unique Identification and Valuation (if marking required)
252.223-7008Prohibition of Hexavalent Chromium
252.225-7008Restriction on Acquisition of Specialty Metals
252.225-7009Restriction on Acquisition of Certain Articles Containing Specialty Metals
252.225-7012Preference for Certain Domestic Commodities (Berry Amendment, where applicable)
252.225-7048Export-Controlled Items
252.227-7013Rights in Technical Data—Noncommercial Items (if technical data is delivered)
252.227-7015Technical Data—Commercial Products and Commercial Services
252.227-7037Validation of Restrictive Markings on Technical Data
252.232-7003Electronic Submission of Payment Requests
252.232-7010Levies on Contract Payments
252.239-7017Notice of Supply Chain Risk
252.244-7000Subcontracts for Commercial Products and Commercial Services
252.246-7003Notification of Potential Safety Issues
252.246-7004Safety of Facilities, Infrastructure, and Equipment for Military Operations (if applicable)
252.246-7007Contractor Counterfeit Electronic Part Detection and Avoidance System (if applicable)
252.246-7008Sources of Electronic Parts (if applicable)
252.247-7023Transportation of Supplies by Sea (if applicable)

14.3 Disputes Between Buyer and Seller. The Disputes clause (FAR 52.233-1) and any other clause requiring Seller to submit disputes to the Government does not apply between Buyer and Seller; disputes between Buyer and Seller shall be resolved under Section 19 of these Terms.

14.4 Updates. Seller acknowledges that the FAR and DFARS are subject to periodic amendment. The version of each clause in effect on the date of the PO controls, unless a later amendment is required by law to apply to existing contracts, in which case the later version controls.

15. Intellectual Property; Rights in Technical Data

15.1 Pre-Existing IP. Each party retains ownership of its pre-existing intellectual property. No license to a party’s pre-existing intellectual property is granted except as expressly stated in the PO.

15.2 Government Rights. To the extent required by the Prime Contract or by DFARS 252.227-7013, 252.227-7015, or 252.227-7037, Seller shall grant or assist Buyer in granting the Government the rights in technical data required by such clauses. Seller shall mark restricted technical data in accordance with the applicable clause; unmarked data shall be deemed delivered with unlimited rights.

15.3 Infringement Indemnity. Seller shall indemnify and defend Buyer and Buyer’s customers against any claim that the Goods, or Buyer’s authorized use thereof, infringe any patent, copyright, trademark, trade secret, or other intellectual property right of a third party.

16. Indemnification; Limitation of Liability

16.1 Indemnification by Seller. Seller shall indemnify, defend, and hold harmless Buyer, its affiliates, and its customers (including, where applicable, the Government), and their respective officers, directors, employees, and agents, from and against any and all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) the Goods, including any defect therein or any breach of warranty; (b) Seller’s acts, omissions, or negligence; (c) any breach of these Terms by Seller; or (d) any infringement claim covered by Section 15.3.

16.2 Limitation of Liability. Neither party shall be liable to the other for consequential, incidental, indirect, special, or punitive damages arising out of the PO, except that this limitation does not apply to (a) Seller’s indemnification obligations; (b) Seller’s breach of confidentiality, cybersecurity, or export-control obligations; (c) Seller’s gross negligence or willful misconduct; (d) Seller’s infringement of third-party IP; or (e) liability that cannot be limited by law.

17. Termination

17.1 Termination for Convenience. Buyer may terminate the PO, in whole or in part, for its convenience upon written notice to Seller. Upon receipt of such notice, Seller shall stop work, terminate sub-tier purchases attributable to the terminated portion, and protect work in process. Buyer’s liability is limited to the price of (i) completed and accepted Goods at the contract price, and (ii) Seller’s reasonable, documented, and unrecoverable costs of work in process directly attributable to the terminated portion of the PO; in no event shall Buyer’s liability include anticipated profits on the terminated portion. Within thirty (30) days of receipt of notice of termination, Seller shall submit its termination claim, with supporting documentation.

17.2 Termination for Default. Buyer may terminate the PO, in whole or in part, by written notice to Seller if Seller (a) fails to deliver the Goods or to perform any other obligation by the date specified; (b) makes or attempts to make an assignment for the benefit of creditors, becomes insolvent, or files (or has filed against it) a petition under any bankruptcy or insolvency law; (c) fails to make progress so as to endanger performance; or (d) breaches any material provision of these Terms (including those concerning cybersecurity, export control, anti-trafficking, or anti-corruption) and fails to cure within ten (10) days after written notice (or such longer period as Buyer may, in its sole discretion, allow).

17.3 Re-procurement. In the event of termination for default, Buyer may procure replacement goods elsewhere and Seller shall be liable for any excess cost. Buyer’s rights and remedies under this Section are in addition to any other rights and remedies available at law or in equity.

17.4 Conversion to Termination for Convenience. If after termination for default it is determined that Seller was not in default or that the default was excusable, the termination shall be treated as a termination for convenience under Section 17.1.

18. Records, Audit, and Retention

Seller shall maintain accurate books and records (including MTRs, CoCs, inspection records, traceability records, time records, and cost data) relating to each PO for the longer of (a) seven (7) years after final payment, or (b) the retention period required by the Prime Contract or applicable law. Buyer, Buyer’s customer, and the Government (where required by FAR 52.215-2 or other applicable clause) may, on reasonable notice, examine and audit such records during the retention period.

19. Disputes; Governing Law; Forum

19.1 Governing Law. The PO is governed by the laws of the State of California, without regard to its conflict-of-laws principles. To the extent the subject matter of the PO is also governed by federal law (including by reason of incorporation of FAR/DFARS clauses), federal law applies.

19.2 Disputes. The parties shall first attempt in good faith to resolve any dispute through negotiation between authorized representatives. If unresolved within thirty (30) days, the dispute shall be submitted to the state or federal courts located in San Diego County, California, and each party irrevocably consents to the exclusive jurisdiction and venue of such courts. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

19.3 Continued Performance. Pending resolution of any dispute, Seller shall continue performance in accordance with the PO unless directed otherwise by Buyer in writing.

20. Assignment; Subcontracting

Seller shall not assign the PO or any rights or obligations under it, in whole or in part, including by operation of law, without Buyer’s prior written consent, which Buyer may withhold in its sole discretion. Seller shall not subcontract production of the Goods, in whole or in part, without Buyer’s prior written consent. Buyer may assign the PO, in whole or in part, to any affiliate or to a successor in interest.

21. Force Majeure

Neither party shall be liable for delay or failure to perform (other than the obligation to make payments) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, and epidemics, provided that the affected party gives prompt written notice, uses commercially reasonable efforts to mitigate, and resumes performance as soon as practicable. Labor disputes within Seller’s workforce, supplier insolvency, and shortages of materials that could have been reasonably anticipated do not constitute force majeure. If Seller’s delay continues for more than thirty (30) days, Buyer may terminate the PO without liability under Section 17.1.

22. Notices

All notices required by these Terms shall be in writing and shall be sent to the address indicated on the face of the PO (or, for Buyer, to its purchasing department), by personal delivery, recognized overnight courier, or email with confirmation of receipt. Notices are effective upon receipt.

23. Survival

The following Sections survive expiration or termination of the PO: 5 (Quality), 6.4 (Latent Defects), 8 (Warranty), 10 (Confidentiality), 11 (Cybersecurity), 12 (Compliance), 15 (Intellectual Property), 16 (Indemnification; Limitation of Liability), 18 (Records and Audit), 19 (Disputes), 23 (Survival), and any other provision that by its nature is intended to survive.

24. Miscellaneous

24.1 Independent Contractor. Seller is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

24.2 No Waiver. Failure of Buyer to enforce any provision is not a waiver of that or any other provision.

24.3 Severability. If any provision is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be reformed to the minimum extent necessary.

24.4 Headings. Headings are for convenience only and do not affect interpretation.

24.5 Counterparts; Electronic Signature. Any acknowledgment of the PO may be executed in counterparts and by electronic signature, each of which is an original and all of which together constitute one instrument.

24.6 Cumulative Remedies. The rights and remedies of Buyer under these Terms are cumulative and in addition to any other rights and remedies available at law or in equity.

END OF TERMS AND CONDITIONS
Pacific Maritime Industries · 1790 Dornoch Court, San Diego, CA 92154 USA · Document Rev. 2026-05-20. Legal review by Buyer is recommended prior to issuance. Specific FAR/DFARS clauses applicable to a given PO will be identified on the face of that PO based on the supporting Prime Contract.