Sales Terms and Conditions

Effective Date: October 10, 2025

1. Orders, Acceptance, and Quotes

1.1 Quotes

Quotations are valid for 30 days unless otherwise stated and are subject to change for errors or omissions.

1.2 Orders

All purchase orders are subject to CRATUS’s written acceptance (email sufficient). Silence or commencement of performance does not constitute acceptance of conflicting Customer terms.

1.3 Conflicting Terms

Any additional or conflicting terms in a Customer PO, portal, or other document are rejected and have no effect unless expressly agreed in a writing signed by CRATUS.

1.4 Non-Cancelable/Non-Returnable (NCNR)

Custom, engineered-to-order, software, licenses, beta/engineering samples, and any order containing allocated or long-lead components designated as NCNR are non-cancelable and non-returnable once accepted.

2. Pricing, Taxes, and Payment

2.1 Pricing

Prices are in U.S. Dollars and exclusive of taxes, duties, shipping, insurance, and fees unless otherwise stated in the quote or order acknowledgement. Pricing is based on current material, labor, and logistics costs and may change prior to order acceptance.

2.2 Taxes and Import Duties (DAP – Delivered at Place)

Unless otherwise stated, all sales are made under Incoterms® 2020 DAP (Delivered at Place). Under DAP, CRATUS is responsible for delivering goods to the agreed destination, but the Customer is responsible for import customs clearance, including payment of all applicable customs duties, import taxes, tariffs, brokerage fees, and related costs. CRATUS’s prices and invoices under DAP terms exclude these costs. The Customer shall pay such duties and taxes directly to the appropriate customs or tax authority and indemnify CRATUS from any claims or costs arising from non-payment or delay in customs clearance.

2.3 Price Adjustments for Duties and Taxes (DDP – Delivered Duty Paid)

When a quote or order specifies Incoterms® 2020 DDP (Delivered Duty Paid), the price includes customs duties, import taxes, tariffs, and shipping to the destination. Because such fees and tariffs may change between the time a quote or invoice is issued and the time the goods clear United States or destination-country customs, CRATUS reserves the right to:

• (a) adjust pricing to reflect any increase in customs fees, duties, tariffs, or taxes that occur before clearance;
• (b) issue a revised quote or invoice showing the difference; and
• (c) require payment of the additional amount prior to final delivery or release of goods.

CRATUS may delay or cancel shipment of affected products until such payment is received. These adjustments reflect government-imposed fee changes and are not a breach of the sales agreement.

2.4 Payment Terms

Default terms are Cash With Order (advance payment). Alternative terms (e.g., Net 15 / Net 30) may be extended upon credit approval and written confirmation by CRATUS.

2.5 Late Payments

Past-due amounts accrue interest at 1.5% per month (18% per annum) or the maximum permitted by law, whichever is lower. CRATUS may suspend deliveries or services until all outstanding amounts are paid.

2.6 Security Interest

Where permitted, CRATUS retains a purchase-money security interest in delivered goods until paid in full.

3. Delivery, Title, and Risk of Loss

3.1 Delivery Terms

Unless stated otherwise in the quote or order acknowledgement, shipments are FCA (Incoterms® 2020) CRATUS’s shipping point. Title and risk of loss transfer upon carrier handoff.

3.2 Schedules

Delivery dates are estimates. CRATUS is not liable for delays due to component shortages, logistics, labor, or other causes beyond its reasonable control (see Force Majeure). Partial shipments may occur.

4. Inspection, Acceptance, and RMA

4.1 Inspection

Customer must inspect products upon receipt. Products are deemed accepted unless a written non-conformance notice is received within 10 calendar days after delivery.

4.2 RMA Procedure

Warranty returns require a Return Material Authorization (RMA) number and compliance with CRATUS packaging and ESD/handling instructions. Unauthorized returns may be rejected.

5. Returns, Cancellations, and Reschedules

5.1 Standard Goods

Non-NCNR standard goods may be returned (unused, unopened, resalable condition) within 30 days of delivery, subject to CRATUS’s prior written approval and a restocking fee up to 20% plus inbound/outbound freight.

5.2 Cancellations/Reschedules

Customer may request changes in writing. If approved, Customer shall pay for work in process, materials committed, cancellation charges from suppliers, and reasonable overhead/handling. NCNR items are not cancellable or returnable.

6. Limited Warranty

6.1 Coverage

CRATUS warrants hardware products it manufactures to be free from defects in materials and workmanship under normal use for one (1) year from the date of shipment. Repairs/replacements carry the greater of the remainder of the original term or 90 days.

6.2 Exclusions

Warranty excludes misuse, neglect, improper installation, unauthorized modifications/repairs, operation outside specifications, normal wear, cosmetic issues, consumables, external causes, and third-party compatibility unless expressly warranted in writing.

6.3 Remedies

CRATUS’s sole obligation and Customer’s exclusive remedy is repair, replacement, or refund (at CRATUS’s option) for confirmed defects.

6.4 Site Readiness

For any on-site service, Customer must ensure safe access, power, networking, and environmental readiness; failure may void warranty for related issues.

6.5 No System Warranty

CRATUS does not warrant whole-of-system performance unless explicitly set forth in a signed statement of work (SOW).

6.6 Third-Party Products

• (a) Third-party hardware, software, or components distributed or supplied by CRATUS are subject only to the manufacturer’s or vendor’s own warranty, if any.
• (b) CRATUS provides such third-party products “AS IS” and, to the extent permitted by law, expressly disclaims any additional or implied warranties, including merchantability or fitness for a particular purpose.
• (c) Customer’s rights and remedies for third-party products are limited to those offered by the original manufacturer or supplier, and CRATUS shall not be liable for their performance or failure.

7. Software, Firmware, and Licenses

7.1 License Grant

Any software/firmware (including updates) provided with or embedded in products is licensed, not sold, under a non-exclusive, non-transferable, non-sublicensable license for use solely with the CRATUS product on which it was delivered, and solely for Customer’s internal business purposes.

7.2 Restrictions

No reverse engineering, decompiling, disassembly, benchmarking disclosure, renting, leasing, timesharing, or use for third-party service bureau. Open-source components (if any) are licensed under their respective licenses.

7.3 Updates

CRATUS may provide bug fixes or updates at its discretion. Updates may require Customer action and can change features or performance; downgrades are not supported unless CRATUS agrees in writing.

7.4 Cloud/Subscription Services

If Customer purchases hosted or subscription services, the applicable Service Terms/SLA supplied by CRATUS will govern in addition to these Terms. If there is a conflict, the service terms control for those services.

8. Services, Installation, and Support

8.1 Professional Services

Engineering, configuration, commissioning, or consulting services are provided on a time & materials or fixed-fee basis as specified in an SOW, and are non-refundable once performed.

8.2 Acceptance of Services

Services are deemed accepted upon delivery of the milestone or deliverable unless Customer provides a written rejection with specific deficiencies within 5 business days.

8.3 Customer Materials

Customer warrants it has rights to any materials, data, or specifications it provides and will indemnify CRATUS for third-party claims arising from such materials.

8.4 Training and Support

Unless expressly purchased, ongoing support and training are not included.

9. Custom/ODM and Engineering Samples

9.1 NRE/Tooling

Non-recurring engineering (NRE), samples, and tooling are invoiced as incurred and may be NCNR.

9.2 Design Changes

Engineering change orders (ECOs) require written approval and may impact schedule and price.

9.3 Samples/Beta

Engineering samples, prototypes, or beta units are for evaluation only, not for production or life-safety use, and are provided AS IS with no warranty.

10. Indemnification

10.1 By Customer

Customer will indemnify, defend, and hold harmless CRATUS and its affiliates, officers, employees, and agents from claims, losses, and expenses arising from:

• (a) Customer’s breach of these Terms;
• (b) misuse or combination of products with other items not supplied by CRATUS;
• (c) failure to comply with laws; or
• (d) Customer-supplied specifications, data, or materials (including IP claims).

10.2 Intellectual Property by CRATUS

CRATUS makes no representation, warranty, or guarantee that any product, component, or software supplied—whether manufactured by CRATUS or sourced from a third party—does not infringe upon the intellectual property rights of any third party.

To the best of CRATUS’s knowledge, its own designs and products do not infringe any known third-party intellectual property rights as of the date of sale. However, the Customer is solely responsible for conducting its own due diligence and determining the suitability and non-infringing use of the products in its applications or markets.

Under no circumstances shall CRATUS be obligated to defend, indemnify, or hold the Customer harmless against any actual or alleged intellectual property claim of any kind.

11. Limitation of Liability

To the maximum extent permitted by law:

• (a) CRATUS’s total aggregate liability for any claim is limited to the amount paid by the Customer for the specific product, software, or service giving rise to the claim, whether CRATUS-branded or third-party supplied; and
• (b) CRATUS is not liable for any indirect, special, incidental, punitive, or consequential damages (including lost profits, business interruption, or loss of data), whether based in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility.

12. Compliance and Use Restrictions

12.1 Export Controls/Sanctions

Customer shall comply with all applicable export control and sanctions laws (including U.S. EAR/OFAC) and shall not export, re-export, or transfer products to prohibited destinations, end users, or end uses.

12.2 Safety-Critical Uses

Products are not designed for life-support, nuclear, aviation flight control, or other safety-critical or mission-critical uses without CRATUS’s prior written approval and a mutually executed safety addendum.

12.3 Site and Electrical Compliance

Customer is responsible for compliance with local codes, site readiness, and qualified installation.

12.4 No Unauthorized Resale

Unless authorized in writing, Customer shall not act as a reseller or distributor of CRATUS products.

13. Data, Privacy, and Security

If products or services process personal or telemetry data, each party will comply with applicable data protection laws. CRATUS’s data handling practices for hosted services are described in the applicable service terms. Customer is responsible for network security, access controls, and safeguarding its credentials.

14. Intellectual Property and Confidentiality

14.1 IP Ownership

CRATUS retains all IP rights in and to its products, software, designs, documentation, and derivatives. No rights are granted except as expressly stated.

14.2 Customer IP

Customer retains ownership of its pre-existing IP and data.

14.3 Confidentiality

Non-public information exchanged is Confidential Information and must be protected with at least reasonable care and used only to perform under these Terms. Exclusions: information that is public, independently developed, or rightfully received from a third party without duty of confidentiality.

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict-of-law rules.

15.2 Negotiation & Mediation

The parties shall first attempt good-faith negotiations. If unresolved, they agree to non-binding mediation with a mutually agreed mediator in Santa Clara County, California, costs shared equally.

15.3 Arbitration

If mediation fails, disputes shall be resolved by binding arbitration administered by the AAA in San Jose, California, under its Commercial Arbitration Rules. The arbitrator’s decision is final and binding.

15.4 Injunctive Relief

CRATUS may seek injunctive or equitable relief to protect its IP and Confidential Information.

15.5 Waiver of Jury Trial and Class Actions

Each party waives jury trial and agrees to bring claims only in its individual capacity.

16. Force Majeure

CRATUS is not liable for delay or failure due to causes beyond its reasonable control, including acts of God, labor issues, component shortages, supplier failures, embargoes, cyber incidents, or acts of government. Performance times are extended for the duration of the event.

17. Notices

Notices must be sent by email to [email protected] (with confirmation of receipt) or by certified mail to the address below, or to such other address a party designates in writing.

18. General

18.1 Entire Agreement; Order of Precedence

These Terms, together with any CRATUS quotation, order acknowledgement, and any mutually signed SOW or master agreement, form the entire agreement. If a conflict exists, a signed master agreement or SOW controls, then the CRATUS quote/acknowledgement, then these Terms.

18.2 Modifications

CRATUS may update these Terms at any time; updated versions will be posted on CRATUS’s website and apply to future orders.

18.3 Assignment

Customer may not assign or transfer these Terms or any order without CRATUS’s prior written consent; any attempted assignment in violation is void.

18.4 Severability; Waiver

If any provision is unenforceable, the remainder remains in effect. Failure to enforce is not a waiver.

18.5 Survival

Sections relating to payment, license restrictions, confidentiality, IP, indemnities, limitations, dispute resolution, and any obligations which by their nature should survive, will survive termination or completion.