Terms & Conditions

Acceptance of Order
Suppliers and Vendors shall be bound to this order and its terms and conditions upon acceptance
of the order or when it delivers to dbSpectra any of the services ordered herein.

Cancellation
dbSpectra reserves the right to cancel the purchase order at any time. If dbSpectra cancels the
order, liability shall be limited to only those components unique to our goods.

Quality and Workmanship
Quality and workmanship shall conform to DBS drawings and specifications. Certificates of
conformance must be submitted if required. The supplier must have a quality system in place to
assure conformance to DBS requirements. If final inspections and compliance certifications are
not provided, dbSpectra reserves the right as deemed necessary to consider the product nonconforming
to specifications on the drawing or stated in the email otherwise.
The supplier is responsible for costs associated with sorting, rework and excessive freight for
product that is found to be nonconforming to specifications as stated above.

Packaging Requirements
If the packaging requirements are not specified, it is the responsibility of the supplier to assure
that the product is packaged properly and will be received at DBS’s dock free from defects
associated with packaging. All packages must bear the purchase order number, the part number,
and the quantity. No packaging charges shall be made to DBS unless specified on the order.
The supplier must obtain prior approval of proposed packaging method for any product shipped
to dbSpectra from outside of the United States. This approval must be documented in writing by
dbSpectra Quality and Purchasing Departments prior to the shipment being made.

Shipping Instructions
The supplier will ensure that all goods are classified to attain the lowest transportation rate. If
the freight is FOB supplier, the order will indicate the specified carrier. The supplier will use
specified carriers only unless otherwise agreed in writing.

Deliveries
The due date specified on the order is the on-dock date. It is the responsibility of the supplier to
ensure the order will be delivered on time. Any goods delivered thereafter may be returned at
the supplier’s risk and expense unless DBS has authorized such late shipments for each instance.
If shipments are delayed for any cause, the supplier must report facts to purchasing prior to the
order being late. No over shipments will be accepted unless approved by purchasing. Early
shipments will be accepted five (5) days early within the state of Texas and ten (10) days early
outside the state of Texas.

Safety Data Sheets
A printed copy of the SDS should be included with shipments containing chemicals.

Modifications, Right to Make Changes
No changes in addition to, waiver of terms, conditions, and specifications on the order shall be a
binding obligation on DBS unless approved in writing. DBS, however, reserves the right at any
time to make changes in any one of the following:
(A) Specifications, drawings and data incorporated in the order where the terms to be
furnished are to be specifically manufactured for DBS.
(B) Method of packaging or shipment.
(C) Place of delivery or time of delivery
If any such changes cause an increase or decrease in cost of or the time of delivery, an equitable
adjustment shall be made in the price or delivery, or both. Price increase or extensions of time
for delivery shall not be binding on dbSpectra, (i.e, DBS), unless evidenced by an order change
notice issued and signed by DBS.

Applicable Law
This agreement shall in all respects be governed by and construed in accordance with the laws of
Texas and the Federal Government.

Title
The title of goods described shall not pass until said goods have actually been received and
accepted by DBS.

Payment
Payment by DBS shall not constitute acceptance of goods if subsequent inspection discloses
defective material of workmanship or a failure to meet specifications. DBS shall not be billed at
prices higher than those stated on the order unless authorized by a purchase order change notice
issued and signed by DBS.

Force Majeure
In events of fire, accidents, strikes or other labor disputes, war or acts of war, acts of God, acts of
any government authority, judicial action, or similar causes beyond the reasonable control of
both parties, neither party shall be liable for any delay in performance or failure to perform, in
whole or in part.

Confidentially/Non-Disclosure
All information obtained by either party which is identified as confidential or proprietary shall be
maintained in confidence.

Verification of Purchase Product
If DBS proposes to verify purchased product at the subcontractor’s premises DBS will specify
verification and the method of product release in the purchase order.

Customer Verification of Subcontracted Product
When specified in the DBS Customer Contract, the customer or the customer representative shall
have the right to verify at the subcontractor’s premises and DBS’s premises that subcontracted
product conforms to specified requirements. Such verification shall not be used by DBS as
evidence of effective control of quality by the subcontractor.
Verification by the customer shall not absolve DBS of the responsibility to provide acceptable
product, nor shall it preclude subsequent rejections by the customer.

Counterfeit Product Control
All DBS suppliers and vendors shall have a defined counterfeit product control process and
apply appropriate controls to prevent entry of counterfeit product into the supply chain. When
requested by DBS, supplier or vendor shall provide DBS with proper documentation verifying
authenticity of the product. If counterfeit product is received by DBS, it is within DBS rights to
withhold the material and prevent reentry of counterfeit product back into the supply chain. DBS
may expect a full reimbursement for the counterfeit suspect product from the supplier or vendor
and maybe disqualified from future purchases.

Environmental Compliance and Safety
The supplier or vendor shall comply with appropriate city, state and federal regulations applicable
to necessary environmental, safety and transportation compliance, disposal or handling
procedures. The supplier or vendor shall fully comply with environmental laws issued by the
Department of Transportation (DOT), Texas Commission on Environmental Quality (TCEQ) and
U.S. Environmental Protection Agency. Supplier or vendor personnel shall wear appropriate
personal protection equipment (PPE) always while working onsite at dbSpectra, and may not
dispose of any waste material into any waste container, trash can, sink, drain or into the soil or
parking lot while on the property of dbSpectra. If necessary dbSpectra may request evidence of
insurance and permitting required to transport and dispose of any waste chemicals or materials.

Sustainable Practices and Human Rights
The supplier or vendor shall comply with appropriate city, state and federal and international
regulations and applicable Fair Labor and Human Rights practices, Conflict Materials initiatives
and legislation, as it pertains to source material of products provided to dbSpectra. This Policy
demonstrates dbSpectra’s commitment and its expectations for its product suppliers and vendors
regarding actions to address Conflict Minerals and Sustainability initiatives.