Quotation Additional Terms and Conditions

The following Quotation Additional Terms and Conditions are fully incorporated into the Quotation by reference:

COTS.

The Products identified in this Quotation is/are classified as Commercial Off-The-Shelf (“COTS”) in accordance with applicable federal regulations. As such, it will be provided in standard commercial configuration and delivered in typical commercial-grade cardboard packaging, consistent with industry practices for COTS products.

Customer Purchase Order.

Any terms or conditions contained in a Customer’s purchase order, or any other document issued by Customer that is in addition to, inconsistent with, or different from, the Quotation are hereby expressly REJECTED AND SHALL BE OF NO FORCE OR EFFECT. REDCOM’s acceptance of any purchase order from Customer is expressly conditioned on Customer’s unequivocal acceptance of the Quotation, and in no event shall REDCOM be deemed to have accepted any additional or conflicting terms proposed by Customer whether written or oral.

Delivery Shortages.

Any claims for shortages, including missing or incorrectly shipped items, must be submitted to REDCOM in writing within thirty (30) days of the shipment date. Failure to notify REDCOM within this period shall constitute a waiver of any such claims, and the shipment shall be deemed complete and accepted by Customer. Customer agrees to provide sufficient detail in any such claim to allow REDCOM to investigate and respond appropriately. REDCOM reserves the right to inspect the shipment and require supporting documentation, such as photographs or packing slips, before resolving any shortage claims. Any approved remedy shall be limited, at REDCOM’s option, to the replacement of the missing items or issuance of a credit in the amount of the missing Products.

Deposit and Cancellation.

Any payment made by Customer—whether designated a “deposit” upon accepting this Quotation or an “advance payment” upon order confirmation—is non-refundable. By making this payment, Customer commits to proceed with the purchase of the Products and/or Services and compensates REDCOM for costs incurred in preparing performance.

Furthermore, if an order is ready for shipment but final payment remains outstanding thirty (30) days after the invoice date, REDCOM may, in its sole discretion, terminate the agreement with Customer and retain the deposit or advance payment in full to cover out-of-pocket expenses and/or as a restocking fee.

If REDCOM elects, in its sole discretion, not to retain the deposit or advance payment, REDCOM may charge Customer a Product restocking fee, in an amount determined by REDCOM and charge customer and/or deduct same from the deposit or advance payment.

Nothing set forth in this section shall preclude or limit REDCOM’s remedies, at law or in equity, for Customer’s breach of the Quotation (agreement with REDCOM).

Export and Regulatory Compliance.

Customer is hereby advised that the sale, transfer, export, re-export, or use of the Products and/or Services provided under this Quotation may be subject to the export control laws and regulations of the United States, including but not limited to: the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), the Foreign Corrupt Practices Act (FCPA), and the economic and trade sanctions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC). Compliance with all such applicable laws and regulations is the responsibility of both REDCOM and the Customer. If any of the Products, Services, Technical Data, or related deliverables are controlled under the ITAR or EAR, the Customer agrees not to export, re-export, release, or otherwise disclose such items to any foreign person, whether inside or outside the United States, without obtaining prior written authorization from the appropriate U.S. Government authority. This includes, but is not limited to, the transfer or sharing of controlled items or information with non-U.S. persons or entities, or placing ITAR-controlled Technical Data in the public domain without approval. Customer further acknowledges that any violation of these laws may result in severe civil and criminal penalties and agrees to indemnify and hold REDCOM harmless from any claims, losses, or liabilities arising from Customer’s failure to comply with applicable export control laws. Additionally, when export authorization is required, delivery timelines may be subject to change based on regulatory review and approval, and REDCOM shall not be liable for delays resulting from compliance with such laws and regulations.

Limited Warranty.

The terms and conditions of the REDCOM Limited Warranty can be found at the following link: https://www.redcom.com/terms-and-conditions/product-warranty/

Miscellaneous Terms and Conditions.

Additional miscellaneous terms and conditions can be found at the following link: https://www.redcom.com/terms-and-conditions/misc/

Patents, Trademarks and Other Intellectual Property Rights.

Customer shall indemnify, defend, and hold harmless REDCOM, its affiliates, officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any suit, action, or proceeding alleging infringement of any patent, trademark, or other intellectual property right, to the extent such claim arises from REDCOM’s compliance with Customer’s designs, specifications, or instructions. REDCOM shall have no liability for, and Customer assumes all risk of, any claims or damages arising from (a) the use of any REDCOM products, or any part thereof, in combination with equipment, software, or materials not supplied by REDCOM, or (b) any manufacturing, process, or other application involving REDCOM products, or any part thereof, that results in actual or alleged direct or contributory infringement of any third-party intellectual property rights. The sale of REDCOM products does not confer upon Customer any license, express or implied, under any patent, trademark, or other intellectual property right of REDCOM, including without limitation, any rights relating to (i) the structure, design, or configuration of any device in which the products may be used, or (ii) any process, method, or machine with which the products may be utilized.

Pricing and Confidentiality.

REDCOM is a privately held company, and its price list is considered proprietary and confidential. It is provided solely for the purpose of evaluating and entering into this transaction and shall not be disclosed, distributed, or used for any other purpose without REDCOM’s prior written consent. The pricing set forth in this Quotation reflects REDCOM’s standard pricing for the specified equipment under comparable terms and conditions and would be offered to any similarly situated customer under like circumstances, in accordance with applicable government contracting and commercial requirements.

Product Support Plan Terms and Conditions.

The terms and conditions of the REDCOM Product Support Plan Terms and Conditions can be found at the following link: https://www.redcom.com/terms-and-conditions/product-support-plan/

Regulatory Compliance.

To the extent this order is issued in support of a U.S. Government prime contract or subcontract, Customer acknowledges that REDCOM is providing commercial products and/or commercial services, as those terms are defined in Federal Acquisition Regulation (FAR) 2.101. REDCOM agrees to comply with the terms and conditions applicable to commercial items set forth in FAR 52.212-4, Contract Terms and Conditions—Commercial Products and Commercial Services. When acting as a prime contractor to the U.S. Government, REDCOM also accepts the applicable provisions of FAR 52.212-5, Contract Terms and Conditions Required to Implement Statutes or Executive Orders—Commercial Products and Commercial Services. When acting as a subcontractor under a U.S. Government prime contract, REDCOM accepts only those FAR clauses that are expressly required to be flowed down to subcontractors pursuant to paragraph (e) of FAR 52.212-5, and only to the extent applicable to the scope of work and nature of the products or services provided.

Tariffs, Taxes and Other Governmental Charges.

Tariffs, Taxes and other governmental charges unknown at the time this Quotation is offered to Customer. REDCOM reserves the right to terminate this Quotation or amend the pricing and terms set forth herein in the event that any new or increased tariffs, taxes, duties, fees, or other governmental charges are imposed or become applicable to the goods or services referenced in this Quotation after the date it is issued. Such charges, if not known or reasonably anticipated at the time of this offer, shall be deemed beyond REDCOM’s control and may materially affect the cost or feasibility of performance. In such circumstances, REDCOM shall promptly notify the Customer of the nature and impact of such changes and may either: (a) revise the Quotation to reflect the additional cost, or (b) cancel the Quotation without liability to either party.

Taxes and Other Fees.

The prices set forth in this Quotation do not include any sales, use, excise, value-added, customs, import, export, tariffs or other similar taxes, duties, or governmental charges of any kind. Customer shall be solely responsible for the payment of any such taxes or charges that may be imposed in connection with the sale, delivery, or use of the Products or Services. If REDCOM is required by law to collect or pay any such taxes on Customer’s behalf, Customer agrees to promptly reimburse REDCOM for the full amount, unless Customer provides a valid and applicable tax exemption certificate acceptable to the relevant taxing authority.

Transfer of Title and Security Interest.

Title to the Products shall transfer to the Customer at the Delivery Point, as specified in this Quotation; however, ownership shall not transfer unless and until full payment for the Products has been received by REDCOM. Until such time, REDCOM shall retain a purchase money security interest in the Products to secure payment of the purchase price, and Customer agrees to take all actions reasonably requested by REDCOM to perfect and maintain such security interest, including the execution and delivery of financing statements or other documents as required under applicable law. Title to software does not transfer to Customer, and is at all times subject to a license agreement with REDCOM.