Terms and Conditions of Purchases

The following terms and conditions of purchase (“Terms”) are the only terms which govern the purchase of the goods (“Goods”) and services (“Services”) by DSS Group Holdings, LLC and/or its subsidiaries (“Buyer”) from the seller named on the Purchase Order (as defined below). (“Seller”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they are inconsistent with these Terms.  The terms of the purchase order which incorporates these Terms by reference (the “Purchase Order”), these Terms, and any documents designated by buyer in the Purchase Order (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Seller’s general terms and conditions of sale regardless of whether or when Seller has submitted its sales confirmation or such terms. This Agreement expressly limits Seller’s acceptance to the terms of this Agreement. Acknowledgement of the Purchase Order, shipment of any Goods, or commencement of work pursuant to the Purchase Order shall be deemed an acceptance of these Terms. No modification of or release from this Agreement shall be binding unless agreed to in writing by the parties and specifically labeled as a modification or release. Unless specifically agreed to otherwise by Buyer and Seller, these terms and conditions supersede any submitted by Seller in any proposal or acknowledgment.

1. PRICE. This is a firm price order.  Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Point, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer.

 

2. TERMS OF PAYMENT. Invoices shall be dated no earlier than date of shipment or delivery of service. The discount period begins upon receipt of invoice, required delivery date, or date any applicable discrepancy is resolved, whichever date is later. Buyer will pay non-discountable, undisputed invoices as stated in the applicable Purchase Order and after receipt of the required Bill of Lading by the required delivery date, acceptance, or the date any applicable discrepancy is resolved, whichever date is later.  Without prejudice to any other right or remedy it may have, Buyer reserves the right to set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller under this Agreement.  The parties shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under this Agreement notwithstanding any such dispute.

 

3. DELIVERY OF GOODS AND PERFORMANCE OF SERVICES. 
   • (a) Seller shall deliver the Goods in the quantities and on the date(s) specified in the Purchase Order or as otherwise agreed in writing by the parties (the “Delivery Date”). If Seller fails to deliver the Goods in full on the Delivery Date, Buyer may terminate this Agreement immediately by providing written notice to Seller and Seller shall indemnify Buyer against any losses, claims, damages, and reasonable costs and expenses directly attributable to Seller’s failure to deliver the Goods on the Delivery Date. Buyer has the right to return any Goods delivered prior to the Delivery Date at Seller’s expense and Seller shall redeliver such Goods on the Delivery Date.
   • (b) Seller shall deliver all Goods to the address specified in the Purchase Order (the “Delivery Point”) during Buyer’s normal business hours or as otherwise instructed by Buyer. Seller shall pack all goods for shipment according to Buyer’s instructions or, if there are no instructions, in a manner sufficient to ensure that the Goods are delivered in undamaged condition. Seller must provide Buyer prior written notice if it requires Buyer to return any packaging material. Any return of such packaging material shall be made at Seller’s risk of loss and expense.
   • (c) It is Seller’s responsibility to comply with this Agreement, including all referenced documents, and to clarify with Buyer any inconsistencies or conflicts in any parts of the Purchase Order or referenced documents. Should Seller fail to contact Buyer to resolve conflicts or inconsistencies, Seller will be solely responsible for errors resulting from said conflicts or inconsistencies. Where documents are referenced, the version in effect at the time of order placement shall apply.
   • (d) Seller shall provide the Services to Buyer as described and in accordance with the schedule and terms and conditions set forth in the Agreement.
   • (e) Seller acknowledges that time is of the essence with respect to Seller’s obligations hereunder and the timely delivery of the Goods and Services, including all performance dates, timetables, project milestones and other requirements in this Agreement.

 

4. CHANGES. The Buyer reserves the right at any time to issue a written change order or amendment to the Purchase Order (a “Change Order”) concerning any of the following: (a) specifications, drawings, and data incorporated in the Purchase Order where the items to be furnished are to be specially manufactured for the Buyer; (b) quantity; (c) methods of shipment or packaging; (d) place of delivery; (e) time of delivery; (f) any other matters affecting this Purchase Order.  Seller acknowledges that a Change Order may or may not entitle Seller to an adjustment in the Seller’s compensation or the performance deadlines under this Agreement.

 

5. QUANTITY; SUBSTITUTION. If Seller delivers more or less than the quantity of Goods ordered, Buyer may reject all or any excess Goods. Any such rejected Goods shall be returned to Seller at Seller’s sole risk and expense. If Buyer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.  No substitution of materials or accessories may be made without written permission from Buyer.

 

6. SHIPPING TERMS. Delivery shall be made in accordance with the terms on the face of this Agreement. The Purchase Order number must appear on all shipping documents, shipping labels, bills of lading, invoices, correspondence and any other documents pertaining to the Purchase Order.

 

7. TITLE AND RISK OF LOSS. Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery Point.

 

8. PACKAGING, PACKING LIST, AND BILL OF LADING. Seller shall be responsible for proper packaging, loading, and tie-down to prevent damage during transportation. Buyer’s weight and or count will be accepted as final and conclusive on all shipments not accompanied by a packing list.  No charges for extras or for cartage or boxing or storage will be allowed unless the same has been agreed upon in writing by Buyer. All Goods must be forwarded in accordance with Buyer’s shipping instructions, otherwise, the difference in freight rate will be charged to Seller.

 

9. INSPECTION AND REJECTION OF NONCONFORMING GOODS. Buyer has the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Buyer rejects any portion of the Goods, Buyer has the right, effective upon written notice to Seller, to: (a) rescind this Agreement in its entirety; (b) accept the Goods at a reasonably reduced price; or (c) reject the Goods and require replacement of the rejected Goods. If Buyer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming or defective Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective goods and the delivery of replacement Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Agreement for cause pursuant to Section 16. Any inspection or other action by Buyer under this Section shall not reduce or otherwise affect Seller’s obligations under the Agreement, and Buyer shall have the right to conduct further inspections after Seller has carried out its remedial actions.

 

10. WARRANTIES. By accepting this Purchase Order, Seller warrants that the Goods furnished will be free from defects in materials and workmanship, merchantable, and in full conformity with Buyer’s specifications, drawings, and data, and Seller’s descriptions, promises, or samples, and that such Goods will be fit for the Buyer’s intended use, and that Seller will convey good title to the Goods, free and clear from all liens, claims, and encumbrances. Upon Buyer’s request, Seller shall furnish Buyer with a formal waiver or release of all liens by Buyer and/or Buyer’s suppliers.  Seller warrants to Buyer that it shall perform the Services using personnel of required skill, experience and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. Seller warrants that Goods or Services covered by this Purchase Order shall not infringe any patent, design, mask work, copyright or trademark, of any third party, either directly or contributory. These warranties survive any delivery, inspection, acceptance or payment of or for the Goods or Services by Buyer. The warranties set forth in this Section 10 are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Buyer’s discovery of the noncompliance of the Goods or Services with the foregoing warranties. If Buyer gives Seller notice of noncompliance pursuant to this Section, Seller shall, at its own cost and expense, promptly days] (i) replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming goods to Seller and the delivery of repaired or replacement Goods to Buyer, and, if applicable, (ii) repair or re-perform the applicable Services. 

 

11. GENERAL INDEMNIFICATION.  Seller shall defend, indemnify and hold harmless Buyer and Buyer’s affiliates, and each of their respective directors, officers, shareholders, employees, agents, representatives and assigns (collectively, “Indemnitees”) against any and all loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”) arising out of or occurring in connection with the Goods and Services purchased from Seller or Seller’s negligence, willful misconduct or breach of this Agreement. Seller shall not enter into any settlement without Buyer’s prior written consent.

 

12. INTELLECTUAL PROPERTY INDEMNIFICATION.  Seller shall, at its expense, defend, indemnify and hold harmless Buyer and any Indemnitee against any and all Losses arising out of or in connection with any claim that Buyer’s or Indemnitee’s use or possession of the Goods or use of the Services infringes or misappropriates the patent, copyright, trade secret or other intellectual property right of any third party. In the case where Goods or the Services or a part thereof are held to constitute infringement and the use of the Goods or Services or a part thereof is enjoined. Seller shall, at the expense of Seller, either (a) procure for the Buyer the rights to continue using the Goods or Services, (b) replace the Goods or Services so that the Goods or Services become non-infringing, or (c) retake the Goods and refund the purchase price and transportation and installation cost of the Goods to Buyer. Such obligations shall survive acceptance of the Goods or Services and payment therefore by Buyer.

 

13. LIMITATION OF LIABILITY. Nothing in this Agreement shall exclude or limit (a) Seller’s liability under Sections 11, 12, 15 and 18 hereof, or (b) Seller’s liability for fraud, personal injury or death caused by its negligence or willful misconduct.

 

14. INSURANCE. Seller shall obtain and maintain, at its sole cost and expense, the following insurance and shall provide to Buyer a Certificate of Insurance evidencing such insurance is in full force and effect:
    • Worker’s Compensation Insurance as required by law and regulations applicable to and covering employees of Seller engaged in performance of the work covered by this Purchase Order.
    • Automobile Liability Insurance-including non-owned and hired vehicle coverage with limits of liability of not less than $1,000,000 bodily injury and $1,000,000 property damage for each occurrence.
    • Comprehensive General Liability Insurance-including products/completed operations coverage with limits of liability of not less than $1,000,000 per occurrence; provided however, if Seller is not providing work on the Buyer’s premises or the premises of Buyer’s customers, Seller is only required to obtain and maintain the insurance indicated in this sub-section (c). 

 

Each Certificate of Insurance shall include the following provisions:

• “Additional Insured in favor of DSS and its Subsidiaries applies to Auto and GL coverage”
• “Waiver of Subrogation in favor of DSS and its subsidiaries as applies to Auto, Worker’s Compensation, and GL coverage”
• “This Insurance is primary subject to the terms and conditions of each policy”.
• “CGL coverage provides contractual liability coverage assumed under the indemnification portion of the Purchase Order”
• 30 days’ notice of cancellation for non-payment or material change in coverage.

 

The purchase of such insurance and furnishing of such certificates shall not be in satisfaction of Seller’s obligations or in any way modify Seller’s agreement to indemnify Buyer.

15. COMPLIANCE WITH LAW. Seller shall comply with all applicable laws, regulations and ordinances. Seller shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement. Seller shall comply with all export and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of the Goods by Seller. Seller assumes all responsibility for shipments of Goods requiring any government import clearance. Buyer may terminate this Agreement if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

 

16. TERMINATION. Buyer may terminate this Purchase Order for its convenience, in whole or in part, at any time prior to shipment by (written or electronic) notice to Seller. Upon receipt of such termination notice, Seller shall promptly comply with the directions contained in such notice and shall, as required, (a) take action necessary to terminate the work as provided in the notice, minimizing cost and liabilities for the terminated work, and (b) continue the performance of any part of the work not terminated by Buyer. If Buyer terminates the Agreement for any reason, Seller’s sole and exclusive remedy is payment for the Goods received and accepted and Services accepted by Buyer prior to the termination.

 

17. WAIVER. No waiver by Buyer of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Buyer. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

 

18. CONFIDENTIAL INFORMATION. Unless otherwise agreed by Buyer in writing, Seller shall keep confidential and not disclose to any third party, any confidential and /or proprietary materials provided by Buyer in writing, Seller shall keep confidential and not disclose to any third party, any confidential and/or proprietary materials provided by Buyer to Seller in connection with Seller’s performance of this Agreement or prepared by Seller specifically for Buyer pursuant to this Agreement, including but not limited to any drawings, masters, software, specifications, raw materials, components, data, business information or plans, customer lists or other customer information(“Confidential Information”). Seller shall not make any copies of Confidential Information except as specifically authorized by Buyer in writing. At the completion of this Agreement, or upon Buyer’s request, Seller shall promptly return to Buyer all Confidential Information not consumed in the performance of this Agreement, together with any copies in Seller ’s possession. Seller shall use Confidential Information solely for Seller’s performance of this Agreement for Buyer, and Seller shall not, without Buyer’s written consent, directly or indirectly use Confidential Information or information derived therefrom in performing services or providing goods for any other customer of Seller, or any other person or entity. Buyer shall be entitled to injunctive relief for any violation of this Section.

 

19. FORCE MAJEURE. Buyer shall not be liable or responsible to Seller, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent Buyer’s (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e)  embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (g) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within three (3) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of thirty (30) days following written notice given by it under this Section 19, the other party may thereafter terminate this Agreement upon thirty (30) days’ written notice.

 

20. ASSIGNMENT. Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under this Agreement without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign or transfer any or all of its rights or obligations under this Agreement without Seller’s prior written consent to any affiliate or to any person acquiring all or substantially all of Buyer’s assets.

 

21. RELATIONSHIP OF THE PARTIES. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

 

22. NO THIRD-PARTY BENEFICIARIES. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

 

23. GOVERNING LAW. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Texas.

 

24. SUBMISSION TO JURISDICTION. 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 Texas in each case located in the City of Houston and County of Harris, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

 

25. NOTICES. All notices, requests, consents, claims, demands, waivers and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Confirmation or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

 

26. 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.

 

27. SURVIVAL. Provisions of these Terms 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: Insurance, Compliance with Laws, Confidential Information, Governing Law, Submission to Jurisdiction/Arbitration and Survival.

 

28. AMENDMENT AND MODIFICATION. These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and is signed by an authorized representative of each party.

 

29. “GOODS” AND “SERVICES”. The term “Goods” as used herein means any and all materials, parts, products, machines, tooling, test equipment, technical data, computer software, computer software documentation, and other tangible items or documentary information furnished or required to be furnished by Seller under this Agreement. The term “Services” means any and all technical assistance, support, maintenance, consultation, construction work, and other efforts furnished or required to be furnished by Seller under this Agreement other than labor furnished in connection with the production of Goods.

 

November 2025