PAYMENT IN ADVANCE:  A single purchase order totaling over $70,000, or purchase orders placed within a period of ten (10) business day together totaling over $70,000, at the discretion of DMOC, may be subject to up to a 60% down payment prior to processing.

TERMS OF PAYMENT VIA CREDIT CARD: For customer convenience, DMOC does accept payment from all major credit cards.  Due to transaction fees, when paying with a valid credit card, a 3.5% processing fee will be added to the invoice.  Standard payment terms still apply.

TERMS OF PAYMENT:  Unless otherwise agreed to by DMOC and the Purchaser of DMOC Goods (“Buyer”) in writing, Buyer shall make payment separately for each Purchase Order. All payments will be made Cash On Delivery, unless DMOC has approved Buyer’s credit application and extended credit terms to Buyer. When approved, Buyer shall pay the net amount of all invoice amounts within thirty (30) days of the date of DMOC's invoice unless the terms of DMOC's invoice permits later payment or allows for prepayment with a discount. There will be a 1.5% interest charge per month on late payment.

VENDOR REQUIREMENTS As part of DMOC’s Quality Management System (QMS) standards, DMOC is required to ensure our suppliers are following all quality requirements. Acceptance of Purchase Orders from DMOC is confirmation of acceptance of the requirements listed in “QUALITY REQUIREMENTS”.

QUALITY REQUIREMENTS: Supplier's Quality Management system must be compliant to AS9100, ISO 9001, and/or equivalent systems. Q.M S. compliance is subject to audit by a DMOC representative. Further, supplier must ensure that all supplier personnel are aware of their contribution to product/service conformity, safety, and ethical behavior.

Supplier must grant Right of Entry to DMOC, its customers, and to regulatory authorities to all applicable areas of facilities at all levels of the supply chain.

All material must be accompanied by a Material Certification from the supplier and sub-supplier, where applicable. Certificate must include the purchase order number, item number/specification, quantity, lot or unique identifier, date of manufacture, part number with revision level.

All products/material must be accompanied by Test Reports, where applicable.

Supplier must ensure that raw materials used and parts shipped are authentic parts and do not contain primary or sub-component counterfeit parts.

Supplier may only use approved external suppliers and must flow down all DMOC requirements to its suppliers and sub-tier suppliers.

All Quality Records must be maintained and stored for a minimum of 7 years. Records must be stored as to prevent loss or deterioration. Record retention, loss, and damage prevention must be flowed down to sub-suppliers.

Non-Conforming product may not be shipped to DMOC without prior written approval. Any product and/or product lot found to be non-conforming by DMOC or DMOC's customers is subject to return to supplier. Returns are subject to replacement, rework, or refund at the discretion of DMOC. Any product rejected that has been returned to DMOC after prior DMOC or DMOC customer rejection may not be reworked and returned.

Supplier must provide Return Material Authorization Number for rejected material no later than 5 business days after Request.

Supplier Corrective Action Request must be completed and returned within 30 days of request.

Supplier must notify DMOC of changes to product processes; change of suppliers, facilities, and when required obtain organization approval.

Supplier must ensure that only trained and competent individuals perform work on DMOC orders

*Supplier must meet 90% OTD and 95% acceptance of product requirements.  Action will be taken at less than 90% of either category.  Data is surveyed at least monthly.

PURCHASE ORDER: THESE TERMS AND CONDITIONS (THESE “TERMS”) ARE INCORPORATED IN FULL INTO THE PURCHASE ORDER TO WHICH THEY ARE REFERENCED.  BY EXECUTING OR ACCEPTING THE PURCHASE ORDER, SUPPLIER ACKNOWLEDGES THE RIGHTS AND RESTRICTIONS SET FORTH IN THESE TERMS AND AGREES TO BE BOUND BY SAME. ALL CAPITALIZED TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE PURCHASE ORDER. IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS ANS THE PURCHASE ORDER, THESE TERMS AND CONDITIONS SHALL CONTROL.

ACCEPTANCE: The Purchase Order constitutes an offer by DMOC, its personnel, representatives, and/or customers (hereinafter collectively referred to as “DMOC”) for the purchase of certain services, materials, supplies, or products (collectively, “Products”) from Supplier and/or its sub-vendors (collectively referred to herein as “Supplier”), as specified in the Purchase Order. The Purchase Order will be deemed to have been accepted by Supplier upon the first of the following to occur: (1) Supplier making, signing, and delivering to DMOC a written instrument acknowledging Supplier’s acceptance hereof, (2) any performance by Supplier under the Purchase Order, or (3) Supplier’s failure to notify DMOC in writing that it does not accept the Purchase Order within three (3) days of Supplier’s receipt thereof. SUPPLIER ACKNOWLEDGES AND AGREES THAT THESE TERMS LIMIT SUPPLIER’S ACCEPTANCE OF THE PURCHASE ORDER TO THE MEANS SPECIFIED IN THESE TERMS AND THAT THESE TERMS EXPRESSLY EXCLUDE THE APPLICABILITY OF ANY OF SUPPLIER’S TERMS AND CONDITIONS OF SALE OR ANY OTHER TERMS ISSUED BY SUPPLIER IN CONNECTION WITH THE PURCHASE ORDER.

RIGHT OF ENTRY: During the course of the Purchase Order, Supplier agrees to allow DMOC and applicable governing regulatory authorities to enter and inspect Supplier’s facilities at any level, times during which work ordered by DMOC is in process or fabrication and at such other times DMOC determines to be necessary in its sole discretion. Any records archived by Supplier at any level relating to DMOC’s Purchase Orders must be made available to DMOC and any relevant governing regulatory authorities as soon as reasonably practicable upon request.

MATERIALS TEST REPORTS: DMOC requires a Materials Test Report (each a “Report”) and a Certificate of Conformity (each a “Certificate”) for all supplied metal parts and assemblies (including each component on any assemblies), and otherwise when appropriate. The applicable Report and Certificate shall be attached to the Packing Slip accompanying each shipment pursuant to the Purchase Order. In the event certain parts or assemblies are constructed, assembled or fabricated from materials sourced from multiple heats; each new lot of parts or assemblies must be stamped with the correct, corresponding heat number. Suppliers are required to source only authentic parts from either Original Component/Equipment Manufacturers (OCM/OEMs) or Authorized Distributors. Supplier agrees to supply evidence of sourcing through OCM/OEMs or Authorized Distributors, when requested by DMOC.

PURCHASE ORDER RECEIPT: Upon issuance by DMOC of a Request for Quote (each “RFQ”) or a Purchase Order Supplier agrees to deliver a receipt for the RFQ or Purchase Order, as the case may be, to DMOC via email at info@DMOC.us.

DMOC’S NON-CONFORMING PRODUCTS: Buyer agrees to deliver written notice to DMOC of any non-conforming Products purchased by Buyer from DMOC within twenty-four (24) hours of Buyer’s discovery of such nonconformity, regardless of whether Buyer’s discovery thereof occurs prior to, during, or after Buyer’s receipt of the nonconforming material, supply or product.

SUPPLIER’S NON-CONFORMING PRODUCTS: DMOC and DMOC’s customers, as the case may be, reserve the right to disapprove and reject any Products purchased from or delivered by Supplier, including entire shipments thereof, which possess defective material and workmanship or do not conform to DMOC’s provided specifications or instructions, as determined by DMOC in its sole discretion. DMOC agrees to inform Supplier of its rejection of any Products as soon as reasonably practicable. Upon receipt of notice from DMOC of any such rejection, Supplier shall notify DMOC as to whether Supplier desire for DMOC to return the shipment or defective Products to Supplier’s facilities, or simply dispose of such Products at DMOC’s facilities with seven (7) days of its receipt thereof. In the event that Supplier fails to so notify DMOC within this time period, or requests that DMOC dispose of such Products on behalf of Supplier, DMOC shall have the right to dispose of the nonconforming Products and deliver an invoice to Supplier for any costs incurred by DMOC in the disposal thereof; and Supplier agrees to tender all amounts owed under any such invoice within thirty (30) days of its delivery to Supplier. In the event Supplier requests the return of the nonconforming Products, Supplier agrees to issue DMOC a Return Materials Authorization (“RMA”) corresponding to the original Purchase Order number, and DMOC agrees to return the Products to Supplier, at Supplier’s sole risk and expense and at the full invoice price for the nonconforming Products, plus any transportation charges or other costs incurred by DMOC in returning the Products to Supplier. No Products determined by DMOC to be defective or non-conforming shall be replaced by Supplier without DMOC’s prior written authorization.

INSPECTION: All Products purchased by DMOC and supplied by Supplier will be subject to final inspection and approval by DMOC after delivery Products to DMOC. Upon delivery to DMOC, DMOC shall have the right to conduct internal testing procedures on the Products in its sole discretion, and DMOC shall only be deemed to have accepted the Products after the successful completion thereof. Supplier acknowledges that payment will not be made or tendered to Supplier by DMOC until the Products pass DMOC’s tests and inspections.

PACKING AND SHIPMENT: All fabricated Products to be received by DMOC shall be free of dirt, oil and any other machined and/or fabricated residues or foreign matter, unless otherwise agreed in writing by DMOC. Supplier agrees to include DMOC’s Purchase Order Number on all correspondence between DMOC and Supplier, including, but not limited to, packing slips and invoices. Supplier acknowledges that no partial shipments will be accepted by DMOC without DMOC’s prior written approval. Without limiting the generality of the foregoing, Supplier further agrees and acknowledges that:

DMOC will provide specific packaging requirements to Supplier for certain Products to ensure consistency. All machined Products must be specially packaged and marked, separately with the applicable Purchase Order Number and Part Number (derived from the Purchase Order), on an attached label with each parcel numbered 1 of 1, 1 of 2 and so forth.

DMOC shall, at no additional cost, be permitted to retain Products furnished by Supplier in excess of the specified quantity or in excess of any allowable overage.

FREIGHT ON BOARD-DESTINATION (VISTA, CA): Unless otherwise specified by DMOC in the applicable Purchase Order or RFQ, all Products shipped by Supplier are to be shipped F.O.B. Vista. The title and risk of loss and damage to the Products shall remain with Supplier until delivery thereof at DMOC’s place of business. Supplier agrees and acknowledges that DMOC shall not be required to serve any claims against any carrier of Products.

DELIVERY SCHEDULE; FORCE MAJEURE: Supplier shall strictly adhere to the shipment or delivery schedules specified in the applicable Purchase Order. In the event of any anticipated or actual delay in shipment or delivery of Products or in either DMOC’s or Supplier’s performance under these Terms or a Purchase Order, neither party shall be liable or responsible to the other part for such delay or failure to perform that results from any cause beyond its reasonable control, including, but not limited to, a labor dispute, industry disturbance, fires, unusually severe weather conditions, earthquakes, floods, declared or undeclared war, epidemics, computer malfunctions, civil unrest, riots, lack of supplies, delay in transportation, governmental, regulatory or legal action, act of God. Without limiting the foregoing DMOC shall not be liable or responsible for any delay in performing hereunder that result, directly or indirectly, from acts or omissions of Supplier, including, but not limited to, Supplier’s failure to: (i) promptly notify DMOC in writing of the reasons for the delay and the actions being taken to overcome or minimize the delay; (ii) provide DMOC with a written recovery schedule; (iii) if requested by DMOC, ship the Products via air or other expedited routing, at no cost to DMOC, to avoid or minimize delay to the maximum extent possible; or (iv) deliver the Products prior to the scheduled delivery date unless authorized in writing by DMOC.

REPORTING: In the event DMOC delivers an open Purchase Order for Products to Supplier, Supplier agrees to provide DMOC with a weekly status report regarding the Purchase Order and the Products purchased thereunder (the “Status Report”), which shall be emailed to DMOC at info@DMOC.us by 3:00 pm Pacific Time each Friday while the Purchase Order remains open. A copy of the required Status Report may be obtained from DMOC via email at the forgoing email address.

SUPPLIER’S WARRANTIES: Supplier warrants to DMOC that all Products furnished under the Purchase Order will: (i) be free from defects in materials and workmanship; (ii) conform to the applicable specifications, drawings, samples, or other descriptions provided or requested by DMOC; (iii) be free form defects in design; and (iv) be free of defects in title. Supplier further expressly warrants that all services performed under this Purchase Order will be free form defects in workmanship. Supplier acknowledges and agrees that the foregoing warranties shall survive inspection, testing, delivery, acceptance of or payment by DMOC of the Products or services, as the case may be.

TOOLING: Notwithstanding anything to the contrary herein, Supplier hereby acknowledges and agrees that any tooling, regardless of purpose, that is required and paid for by DMOC, is and shall at all times remain the proprietary property of DMOC. Supplier shall not obtain any ownership interest in any such proprietary property as a result of either party’s performance under the Purchase Order or these Terms. Upon the termination of expiration of the Purchase Order or these Terms for any reason, Supplier agrees that the tooling will be returned to DMOC upon request.

TERMINATION: Notwithstanding anything herein to the contrary, DMOC may terminate the Purchase Order, in whole or in part, for any reason, upon thirty (30) days written notice to Supplier (email included). DMOC shall also have the right to terminate the Purchase Order immediately upon notice to Supplier in the event that Supplier becomes insolvent, commences or has commenced against it any bankruptcy, receivership, or reorganization proceedings, or is involved in an assignment for the benefit of Supplier’s creditors. In the event of DMOC’s termination of the Purchase Order in accordance with this provision, Supplier acknowledges and agrees that its sole and exclusive remedy against DMOC shall be for payment by DMOC for the Products or services tendered or performed by Supplier prior to DMOC’s termination of the Purchase Order.

INDEMNIFICATION: Supplier agrees to indemnify and hold harmless DMOC, its parents, affiliates, and subsidiaries, their respective officers, directors, employees and representatives (collectively the “Indemnified Parties”) from and against any and all fines, claims, costs, expenses (including attorney’s fees and costs, expert fees and court costs), demands, damages, penalties and/or interest and costs of audit, actions, causes of action and other liabilities of every kind and nature, whether in contract, tort, equity or otherwise, whether statutory or common law (each a “Claim”) which the Indemnified Parties may suffer or incur, directly or indirectly as a result of: (a) the negligence or willful misconduct of Supplier; (b) the breach of the Purchase Order or these Terms by Supplier, including any breach of a representation or warranty set forth herein; or (c) the violation of any law or regulation by Supplier.

ASSIGNMENT: Neither these Terms nor any Purchase Orders may be assigned by Supplier without the prior written consent of DMOC. Any attempted assignment of any rights, duties, or obligations hereunder by Supplier without such consent shall be void and of no legal effect.

SUCCESSORS AND ASSIGNS: These Terms shall apply to, be binding in all respects upon and inure to the benefit of the heirs, executors, personal representatives, successors and assigns of DMOC and Supplier.

WAIVER: No waiver of any provision of these Terms will be effective unless it is in a writing signed by the relevant party, and no such waiver will constitute a waiver of any other provision(s) or of the same provision on another occasion.

GOVERNING LAW; FORUM FOR RESOLUTION OF DISPUTES: These Terms will be exclusively governed by and construed under the laws of the State of California, United States of America (except to the extent federal law is controlling on the subject matter), without application of its conflicts or choice of law rules. All disputes brought by either party arising under these Terms will be brought exclusively in a federal or state court of competent jurisdiction in San Diego County, as permitted by law, and each party hereby submits to the exclusive jurisdiction and venue in such courts and waives and waives any objection it may now or hereafter have to venue or to convenience of forum.

SEVERABILITY: If any provision of these Terms, or the application of any such provision to any person, entity or circumstance, is held to be unenforceable or invalid by any court of competent jurisdiction or under any applicable law, the validity and enforceability of the remaining provisions of these Terms shall not be affected thereby. Without limiting the foregoing, the covenants and obligations contained in these Terms shall be construed as separate covenants and obligations, covering their respective subject matters. Each breach of a covenant or obligation set forth in these Terms shall give rise to a separate and independent cause of action.

NO THIRD PARTY BENEFICIARIES: Except as set out herein, these Terms are for the benefit of, and shall be enforceable by, the parties only. These Terms are not intended to confer any right or benefit on any third party. No action may be commenced or prosecuted against a party by any third party claiming a s third-party beneficiary of these Terms.

ENTIRE AGREEMENT: These Terms, together with applicable Purchase Orders and the other documents incorporated by reference herein constitute the entire and final agreement between the parties with regard to the matters dealt with in these Terms, and supersedes all prior representation, negotiations, understandings and agreements, oral or written, between the parties, with respect thereto. These Terms may not be amended, supplemented, or otherwise modified except by written agreement executed by DMOC and Supplier.

Date of Last Revision: 09/19/2018