Terms and Conditions of Sales

Goods & Services: The goods and services described in the Purchase Order provided to Rainlight customers are all subject to the Terms and Conditions of this document. The Customer agrees to be bound by and to comply with all such conditions. Other terms and conditions are not binding upon Rainlight, unless accepted in writing. All tooling is billable at placement of order. All parts manufactured to company standard manufacturing tolerances where none
exist. Rainlight may contact customers to clarify interpretations of specifications or to ask for missing specifications needed for manufacturing.

Purchase Orders: Customer shall purchase Products by submitting a written purchase order, signed by an authorized representative, specifying the Product(s), quantity, unit price, total purchase price, shipping instructions, requested delivery dates, billing and shipping addresses, applicable tax exemption certificates (if any), and any other relevant instructions. Any contingencies or conditions included in the Customer’s purchase order shall not be binding upon Rainlight unless expressly accepted in writing by an authorized representative of Rainlight. All purchase orders are subject to formal acceptance by Rainlight and shall be governed exclusively by the terms of this Agreement. In addition, where Rainlight has provided volume-based pricing, the Customer acknowledges that Rainlight may commit to binding orders for raw or processed materials or components in quantities aligned with the quoted volume pricing tier (“Batch Material Purchases”) in order to secure the cost savings required to offer such pricing. The Customer shall be responsible for any Long Lead Time Materials and Batch Material Purchases in accordance with Cancellations section of this Agreement below.

Acceptance & Cancellation of Purchase Orders: Order acknowledgement will be sent for all purchase orders within 3 business days of receipt. Cancellation of orders will result in a 10% cancellation charge added to the expenses incurred to date for work in process and materials.

Blanket Order Requirements: Rainlight accepts blanket orders with multiple scheduled deliveries under the following conditions: A delivery schedule must accompany the blanket purchase order. While Rainlight is generally flexible regarding revisions to ship dates and quantities, any changes are subject to review and approval by a Rainlight representative. Rainlight will promptly notify the customer of any unusual operating conditions that may impact its ability to meet forecasted demand. The initial delivery must be taken within 90 days of the purchase order date, and final delivery must occur within twenty-four months of that date, unless otherwise agreed upon in advance. Each release must have a minimum value exceeding $500. If additional deliveries are required ahead of the original schedule, advance notice is necessary to allow for procurement and manufacturing.

Pricing: All prices are firm for 30 days from the date of Rainlight’s written quotation. All sales are final. For Products shipped freight prepaid or insured, Rainlight will bill the Customer for such fee. Any Tax or other Charge shall be charged to the Customer as a separate line item on the invoice. For purposes of this Agreement, “Taxes” include any tax or other charge, which Rainlight is liable to collect on behalf of any governmental authority as a result of the sale, use or delivery of Products, including, without limitation, duties, tariffs, value added and withholding taxes. “Charges” includes all handling or other costs, including, without limitation, insurance, brokerage, transportation, or packaging fees.

Change Orders: From time to time, the Customer may request changes in writing within the general scope of a previously accepted Purchase Order. These changes may include, but are not limited to, modifications to: (i) technical requirements, specifications, drawings, or designs; (ii) shipment or packing methods; (iii) delivery or inspection locations; or (iv) reasonable adjustments to quantities or delivery schedules. Upon receiving a change request, both Rainlight and the Customer will discuss how to implement the changes, including any impact on product costs and delivery timelines. Should the requested changes lead to an increase in either the cost of or time required to fulfill the Purchase Order, a fair adjustment to the prices and schedules will be made, and the Purchase Order will be formally modified in writing. No action will be taken by Rainlight to implement the changes until both Parties have mutually agreed on the adjustments to prices and/or schedules

Payment terms: Shall be net 30 days from the date of Rainlight’s invoice. Customer will make payments in US dollars by check, wire transfer, letter of credit, or other acceptable payment method as agreed to by Rainlight. All NRE fees will be paid at the time the Customer Purchase Order is placed. New Customers will be required to pay 50% of their Order at the time their Purchase Order is placed, unless different terms are agreed to at the time of Quotation. Any invoice amount not paid when due shall be subject to a service charge equal to the lesser of 1.5% per month.

Method of Shipping & Packaging: All goods are packaged in a manner which assures they are protected against contamination and damage. Changes in packaging after order acceptance may affect the piece price.

Applicable Law and Choice of Forum: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the federal and state courts located in Monroe County, New York, and the Customer hereby consents to the personal jurisdiction of such courts.

Ownership: Rainlight retains all intellectual property rights to the designs, engineering details, and any other technology or information related to the Rainlight Products, regardless of format or medium (Intellectual Property). The sale of the Products by Rainlight is conditioned on the understanding that such sale does not grant, either explicitly or implicitly, any license to manufacture, duplicate, or otherwise reproduce the Products or any associated Intellectual Property. Furthermore, the Products are sold to the Customer under the condition that the sale does not convey, by estoppel or otherwise, any license or rights under any patent, trademark,
copyright, or proprietary know-how that Rainlight may hold.

Confidentiality: Prior to submission of any quote or response to any request for proposal, the parties may enter in a non-disclosure agreement if required, the terms of which are mutually acceptable to the parties (signed, separate “Non-Disclosure Agreement”). The terms of such executed Non-Disclosure Agreement are incorporated into this provision.

Force Majeure: Rainlight may delay delivery or acceptance due to circumstances beyond its control. Such circumstances include, but are not limited to, government actions or the failure of the government to act, accidents, strikes, fires, unusually severe weather conditions, material shortages, and any other events outside of Rainlight control.

Entire Agreement: These Terms and Conditions constitute the complete and exclusive agreement between the Parties regarding the subject matter hereof and supersede all prior communications, whether written or oral. No representations or statements made by any representative of Rainlight that are not explicitly stated in this agreement will be binding on Rainlight. No course of dealing, usage of trade, or course of performance shall be used to interpret or supplement these terms. In the event the Parties have entered into a separate written agreement, signed by both Parties, governing the sale of Products to the Customer by Rainlight, the terms of that agreement shall prevail to the extent they conflict with the terms set forth herein.

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