DOC Code (DOC): TALON-TC-0001
REV – 0


‍1. Applicability; Entire Agreement. These Terms and Conditions, together with the applicable quotation, sales order, invoice, acknowledgment, or purchase order accepted by Seller (collectively, the “Agreement”), govern the sale of all goods, products, parts, and related services (collectively, the “Products”) by Seller to Buyer.

This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings, negotiations, representations, warranties, communications, proposals, and agreements, whether written or oral.

Seller’s acceptance of any order is expressly conditioned upon Buyer’s acceptance of this Agreement. Any additional, inconsistent, or different terms proposed by Buyer, whether contained in any purchase order, acknowledgment, correspondence, or other document, are hereby objected to and rejected by Seller and shall be void and of no effect unless expressly agreed to in a written instrument signed by an authorized representative of Seller. Fulfillment of any order, shipment of Products, or acceptance of payment shall not be construed as acceptance of any terms proposed by Buyer that are inconsistent with or additional to this Agreement.

This Agreement shall apply to all repaired, replacement, modified, or additional Products supplied by Seller unless otherwise agreed by Seller in writing. Nothing in this Agreement shall obligate Seller to accept any future order from Buyer, nor shall Buyer be entitled to any minimum purchase requirements, exclusivity rights, or future supply commitments unless expressly agreed by Seller in a separate written agreement signed by Seller.

Order of Precedence. In the event of any conflict or inconsistency between these Terms and Conditions and any quotation, order acknowledgment, invoice, or other document issued by Seller, the terms of Seller’s quotation or order acknowledgment shall control solely with respect to the specific subject matter of such conflict.

‍2. Payment Terms. Buyer shall pay the Purchase Price in accordance with the following schedule:

2.1 Initial Deposit
Buyer shall pay an amount equal to fifty percent (50%) of the Purchase Price upon execution of Buyer’s purchase order or Seller’s acceptance of the order, whichever occurs first.The initial deposit is non-refundable under all circumstances, except in the event Seller is prohibited by applicable law or export regulations from performing its obligations under this Agreement.

2.2 Third-Party Transfer Submission Payment
Buyer shall pay an additional twenty-five percent (25%) of the Purchase Price upon Seller’s submission of the required Third-Party Transfer (“TPT”) request to the applicable agency or authority of the United States Government.

Seller shall provide Buyer with reasonable documentary evidence confirming such submission.

2.3 Final Payment
Buyer shall pay the remaining twenty-five percent (25%) of the Purchase Price immediately upon approval of the applicable Third-Party Transfer request by the United States Department of State or other applicable governmental authority.

Final payment must be received in full and in cleared funds by Seller prior to any shipment, release, export, transfer, or delivery of the products.

Seller shall have no obligation to ship, release, export, transfer, or deliver any products until Seller has received one hundred percent (100%) of the Purchase Price in full and cleared funds.

2.4 Payment Method; Taxes
All payments shall be made in U.S. Dollars by wire transfer, ACH transfer, or other electronic funds transfer method approved by Seller, in immediately available funds, to an account designated by Seller.

Buyer shall be responsible for all bank charges, wire fees, transfer fees, taxes, duties, withholding amounts, and similar charges associated with payment, excluding taxes based solely on Seller’s net income.

2.5 Late Payments
Any amount not paid when due shall accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the due date until paid in full. Buyer shall reimburse Seller for all costs incurred in collecting overdue amounts, including reasonable attorneys’ fees, court costs, and collection expenses.

2.6 No Setoff
Buyer shall make all payments without deduction, offset, recoupment, counterclaim, chargeback, or withholding of any kind.

‍3. Price. The purchase price for the products (the “Purchase Price”) shall be as set forth in Seller’s quotation, invoice, sales order, or order acknowledgment. Unless otherwise stated in writing, all prices are in United States Dollars and exclude shipping, insurance, duties, tariffs, taxes, customs fees, and other fees.

‍4. Export Control, Third-Party Transfer, and End-User Compliance. Title passes to Buyer upon delivery of the GooThe parties acknowledge that the products, and any related technical data, software, or technology, may be subject to U.S. export control laws and regulations, including, without limitation, the International Traffic in Arms Regulations (“ITAR”), the Export Administration Regulations (“EAR”), and other applicable U.S. laws and regulations, as amended from time to time.

Buyer agrees to comply with all applicable export, re-export, transfer, diversion, end-use, and end-user restrictions and requirements under such laws and regulations, and shall not export, re-export, transfer, or otherwise dispose of the products or related technical data in violation of any applicable law or without obtaining all required government authorizations.

As a condition to Seller’s performance under this Agreement, Buyer shall execute and deliver to Seller an end-user statement and certification in the form attached hereto as Exhibit A (the “End-User Certification”), together with any additional documentation reasonably requested by Seller or required by applicable governmental authorities. Buyer represents and warrants that all information provided in such End-User Certification is true, complete, and accurate, and acknowledges that Seller will rely on such information for export compliance purposes. Buyer shall promptly notify Seller in writing of any change in end-user, end use, or disposition of the products, and any such change shall require Seller’s prior written approval.

This transaction is expressly contingent upon receipt of all required approvals, authorizations, licenses, or other consents from the U.S. Department of State and/or any other applicable U.S. governmental authority, including any Third-Party Transfer (“TPT”) approval (collectively, “Governmental Approvals”). Buyer shall be solely responsible, at its expense, for obtaining and maintaining all such Governmental Approvals, as well as any import permits or other approvals required in the destination jurisdiction.

Seller shall have no obligation to ship, export, release, or deliver any products unless and until (i) Seller has received all required Governmental Approvals, (ii) Seller has received a duly executed End-User Certification and any required supporting documentation, and (iii) all other conditions to shipment under this Agreement have been satisfied. Seller may suspend, delay, or cancel performance in whole or in part if any Governmental Approval is denied, delayed, revoked, or deemed insufficient in Seller’s reasonable discretion.

Seller shall not be liable for any delay, suspension, or failure to perform arising from or related to export control compliance requirements, governmental review processes, licensing delays, or any denial, revocation, or modification of Governmental Approvals, to the extent outside Seller’s reasonable control.

‍5. Delivery and Shipment. Shipment terms shall be EXW (Ex Works) pursuant to Incoterms® 2020, Seller’s facility located at TALON-Parts, LLC, Fort Worth, Texas, USA. Delivery location shall be as specified by Buyer and accepted by Seller in writing. Risk of loss and title to the products shall transfer to Buyer in accordance with the applicable EXW Incoterms® 2020 provisions upon Seller making the products available for pickup at Seller’s facility.

Buyer shall be solely responsible for all transportation costs, freight charges, cargo insurance, export and import duties, taxes, customs clearance, brokerage and freight forwarding fees, and compliance with all destination-country laws, regulations, and import requirements, unless otherwise expressly agreed by Seller in writing.

‍6. Inspection and Acceptance. Buyer may inspect the products prior to shipment upon reasonable advance notice and coordination with Seller. Any such inspection shall not delay shipment or alter Buyer’s obligations under these Terms.

Unless otherwise expressly agreed by Seller in writing, all products are sold:

• “AS IS”
• “WHERE IS”
• “WITH ALL FAULTS”

Seller expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose, non-infringement, condition, quality, durability, or suitability. Buyer acknowledges that it has had the opportunity to inspect the products and is purchasing the products based solely on its own evaluation and judgment.

‍7. Title and Risk of Loss. Title to the products shall not pass to Buyer until Seller has received full and cleared payment of all amounts due under this Agreement and the products have been delivered to the carrier or otherwise made available to Buyer in accordance with the applicable shipment terms. Until title transfers, Buyer shall have no ownership rights in the products.

Risk of loss shall transfer to Buyer in accordance with the applicable INCOTERMS specified in this Agreement, regardless of whether title has transferred.

‍8. Default. If Buyer fails to make any payment when due or otherwise breaches this Agreement, Seller may, in its sole discretion and without liability to Buyer, suspend performance, delay or cancel shipment, and/or terminate this Agreement upon written notice to Buyer.

Upon any such default, all outstanding amounts shall become immediately due and payable.

Seller may retain any amounts previously paid by Buyer as liquidated damages, and not as a penalty, representing a reasonable estimate of Seller’s damages arising from Buyer’s default. Such damages include, without limitation, administrative, compliance, storage, handling, allocation of capacity, and lost opportunity costs, to the extent permitted by applicable law.

Buyer shall be responsible for all costs and expenses incurred by Seller in connection with Buyer’s default, including reasonable attorneys’ fees and collection costs.

All remedies available to Seller are cumulative and not exclusive.

‍9. Force Majeure. Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by a Force Majeure Event.

A “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected Party, without the fault or negligence of such Party, and which could not have been reasonably foreseen or, if foreseeable, was unavoidable. Force Majeure Events include, without limitation: acts of God; natural disasters; fire; flood; earthquake; explosion; epidemic, pandemic, or public health emergency; war, invasion, hostilities, terrorist acts, riots, or civil unrest; labor disputes or strikes; embargoes; government orders, restrictions, or actions; export or import restrictions; or failure or delay of transportation, utilities, or essential services.

The affected Party shall: (i) promptly notify the other Party in writing upon becoming aware of the Force Majeure Event; (ii) use commercially reasonable efforts to mitigate the impact of the Force Majeure Event; and (iii) resume performance as soon as reasonably practicable.

If a Force Majeure Event continues for more than twenty (20) consecutive business days, either Party may terminate this Agreement upon written notice to the other Party. In such event, neither Party shall have any further liability to the other except for obligations that by their nature survive termination, including any payment obligations accrued prior to termination.

‍10. Confidentiality. All non-public, confidential or proprietary information of the Parties, including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by a Party to this Agreement, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the Agreement is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized by The Disclosing Party in writing. Upon Disclosing Party’s request, Receiving Party shall promptly return all documents and other materials received from Disclosing Party. Disclosing Party shall be entitled to seek injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Receiving Party at the time of disclosure; or (c) rightfully obtained by the Receiving Party on a non-confidential basis from a Third Party.

‍11. Disputes. Any dispute arising out of or relating to this Agreement (“Dispute”) shall first be addressed in good faith by the Parties’ operational representatives. If not resolved within ten (10) business days, the Dispute shall be escalated to senior management of each Party, who shall meet within ten (10) business days of escalation to attempt resolution.

If the Dispute is not resolved within fifteen (15) business days after escalation to senior management, the Parties shall submit the Dispute to non-binding mediation in Reno, Nevada (or another mutually agreed location), conducted by a mutually agreed mediator. If the Parties cannot agree on a mediator, one shall be appointed through the American Arbitration Association.

Each Party shall bear its own costs of mediation and share equally in mediator and administrative fees.

Participation in the escalation and mediation process is a condition precedent to initiating litigation or other formal proceedings, except for actions seeking injunctive or equitable relief.

12. Governing Law; Venue. All matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Nevada.

Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Nevada in each case located in the City of Reno and County of Washoe, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

‍13. Indemnification. a) Buyer Indemnification. Buyer shall defend, indemnify, and hold harmless Seller, its parent, subsidiaries, affiliates, successors, assigns, suppliers, and customers, and each of their respective directors, officers, managers, members, shareholders, employees, agents, representatives, and insurers (collectively, the “Seller Indemnified Parties”) from and against any and all claims, demands, actions, causes of action, suits, investigations, liabilities, damages, losses, deficiencies, judgments, settlements, penalties, fines, costs, and expenses of any kind, including, without limitation, reasonable attorneys’ fees, expert fees, court costs, and costs of enforcement (collectively, “Losses”), arising out of, relating to, or resulting from: (i) the products purchased from Seller, including their resale, distribution, marketing, use, handling, storage, modification, or incorporation into other products; (ii) Buyer’s negligence, gross negligence, willful misconduct, or breach of these Terms; (iii) Buyer’s acts or omissions; (iv) Buyer’s violation of any law, regulation, or Third-Party right; or (v) any claim for personal injury, death, or property damage allegedly caused in whole or in part by the products after delivery to Buyer, except to the extent finally determined by a court of competent jurisdiction to have been caused solely by Seller’s gross negligence or willful misconduct.

Buyer’s indemnification obligations shall apply regardless of whether any Losses are caused in part by a Seller Indemnified Party, except to the extent such Losses are finally determined by a court of competent jurisdiction to have resulted solely from Seller’s gross negligence or willful misconduct.

Seller shall have the right to participate in the defense of any claim with counsel of its choosing at Buyer’s expense. Buyer shall not settle any claim in a manner that imposes any liability, obligation, or admission on any Seller Indemnified Party without Seller’s prior written consent, which may be withheld in Seller’s sole discretion.

(b) Exclusive Remedy. The indemnification obligations set forth herein are in addition to, and not in lieu of, any other rights or remedies available to Seller at law or in equity.

‍14. Limitation of Liability. To the maximum extent permitted by applicable law, Seller shall not be liable to Buyer or any Third Party for any indirect, incidental, consequential, special, exemplary, or punitive damages, including, without limitation, loss of profits, loss of revenue, loss of use, loss of business, downtime, or loss of goodwill, arising out of or relating to this Agreement or the products, whether based in contract, tort (including negligence), strict liability, or otherwise, even if Seller has been advised of the possibility of such damages.

To the maximum extent permitted by law, Seller’s total aggregate liability arising out of or relating to this Agreement and the products shall not exceed the total amount actually paid by Buyer to Seller under this Agreement for the specific products giving rise to the claim.

Buyer acknowledges that the allocation of risk set forth in this Agreement is an essential element of the basis of the bargain between the parties, and that Seller would not enter into this Agreement without these limitations of liability.

‍15. No Waiver. No failure or delay by Seller in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power, or remedy preclude any other or further exercise of such right, power, or remedy or the exercise of any other right, power, or remedy. Any waiver must be in writing and signed by an authorized representative of Seller to be effective.

‍16. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

‍17. Survival. Provisions of this Agreement which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to the following provisions: Indemnification; Compliance with Laws; Payment Obligations; Limitation of Liability; Default; , Confidentiality; and Governing Law/Venue.

‍18. Changes. No amendment, modification, waiver, or supplement of any provision of this Agreement shall be valid or binding unless it is in writing and signed by authorized representatives of both Buyer and Seller.