Terms and Conditions of Sale and Services

ReForm Composites, Inc. and its Affiliates

Effective Date: July 21, 2026

These Terms and Conditions of Sale and Services, the “Terms,” govern all quotations, sales, services, research and development, testing, manufacturing, and other commercial transactions between the applicable ReForm entity and the customer identified in the applicable Quote or Order.

These Terms apply only to business, commercial, industrial, institutional, and research transactions. Products and Services are not offered under these Terms primarily for personal, family, or household use.

1. Definitions and Contracting Entity

“Affiliate” means an entity that directly or indirectly controls, is controlled by, or is under common control with another entity.

“Contracting ReForm Entity” means the ReForm entity identified as the seller or service provider in the applicable Quote or Order. If no entity is identified, the Contracting ReForm Entity is ReForm Composites, Inc.

“Customer” means the person or entity purchasing Products or Services.

“Customer Materials” means specifications, drawings, models, samples, materials, formulations, software, technical information, trademarks, equipment, and other information or property supplied by or for Customer.

“Deliverables” means Products, reports, drawings, models, test results, prototypes, or other items expressly identified as deliverables in an Order.

“Developmental Materials” means prototypes, samples, trial products, first articles, experimental materials, and test specimens produced during research, development, testing, or qualification work.

“Order” means a Quote, statement of work, order confirmation, or other written commercial document issued or expressly accepted by the Contracting ReForm Entity.

“Products” means all goods, materials, components, profiles, samples, prototypes, catalog products, custom products, and manufactured products supplied by the Contracting ReForm Entity.

“Quote” means a quotation, proposal, estimate, statement of work, or similar document issued by a ReForm entity.

“ReForm Protected Parties” means the Contracting ReForm Entity, ReForm Composites, Inc., their current and future parents, subsidiaries, Affiliates, successors, and permitted assigns, and each of their respective officers, directors, members, managers, employees, and agents.

“ReForm Technology” means all technology, intellectual property, processes, and know-how owned, controlled, developed, or licensed by a ReForm Protected Party, including manufacturing methods, process architecture, Tooling systems, die designs, internal die geometry, equipment, fixtures, controls, software, process parameters, material-handling methods, calculations, models, modifications, improvements, and general engineering and manufacturing knowledge.

“Services” means research, engineering, design, development, testing, simulation, consulting, process development, Tooling development, manufacturing, qualification, training, documentation, and related services.

“Specifications” means the written requirements, drawings, tolerances, performance criteria, test methods, and acceptance criteria expressly accepted by the Contracting ReForm Entity in an Order.

“Tooling” means all dies, molds, mandrels, fixtures, jigs, inserts, formers, guides, patterns, templates, gauges, workholding devices, process aids, custom machine components, and associated designs, models, drawings, modifications, and improvements.

The applicable Order is solely between Customer and the Contracting ReForm Entity. Only the Contracting ReForm Entity is responsible for performing the Order. No other ReForm Protected Party assumes contractual liability solely because of its ownership, affiliation, participation, or relationship with the Contracting ReForm Entity.

The Contracting ReForm Entity may use the personnel, facilities, equipment, intellectual property, or services of other ReForm Protected Parties while remaining responsible for the Order.

All ReForm Protected Parties are intended third-party beneficiaries of provisions concerning Tooling, intellectual property, confidentiality, Exhibit Use, warranties, indemnification, limitations of liability, publicity, restricted access, and dispute resolution and may enforce those provisions directly.

2. Acceptance and Conflicting Terms

Each Order is expressly conditioned upon Customer’s acceptance of these Terms.

Customer accepts the applicable Order and these Terms by:

  1. Signing or electronically accepting a Quote;
  2. Issuing a purchase order in response to a Quote;
  3. Paying a deposit or invoice;
  4. Authorizing work to begin;
  5. Providing Customer Materials after receiving a Quote;
  6. Accepting Products, Services, or Deliverables; or
  7. Otherwise indicating acceptance through written communication or conduct.

ReForm’s acknowledgment of a purchase order, commencement of work, or shipment does not constitute acceptance of additional or conflicting Customer terms.

Acceptance is expressly limited to the applicable Order and these Terms. Additional or conflicting terms contained in a Customer purchase order, supplier portal, procurement document, policy, acknowledgment, or other communication are rejected unless expressly accepted in a separate writing signed by an authorized representative of the Contracting ReForm Entity.

The version of these Terms identified in the Quote governs the Order. If the Quote does not identify a version, the version in effect on the date the Quote was issued governs. Updated Terms apply only to later Orders unless otherwise agreed in writing.

In the event of a conflict, the following order of precedence applies:

  1. A project-specific amendment signed by Customer and the Contracting ReForm Entity;
  2. The applicable Quote or statement of work;
  3. A signed nondisclosure or confidentiality agreement, solely regarding confidentiality;
  4. These Terms; and
  5. Customer’s purchase order, solely regarding accepted quantities, billing details, delivery details, and shipping instructions.

A Quote modifies a signed nondisclosure agreement only when the Quote expressly identifies the provision being modified, including an express authorization for de-identified Exhibit Use.

3. Quotes, Changes, and Cancellation

Quotes expire on the date stated or, if no date is stated, thirty days after issuance.

Pricing, quantities, schedules, and technical assumptions are based on the information available when the Quote is prepared. The Contracting ReForm Entity may revise the scope, price, or schedule if:

  1. Customer information is incomplete or inaccurate;
  2. Customer changes the scope or Specifications;
  3. Additional work, testing, Tooling, development, or qualification is required;
  4. Material, labor, energy, transportation, tariff, or regulatory costs materially change;
  5. Unexpected technical conditions arise; or
  6. Customer delays the work.

Customer-requested changes require written approval and may affect pricing, Tooling, minimum order quantities, Specifications, and schedules.

Customer may not cancel custom Products, Services, Tooling, or committed materials without written consent from the Contracting ReForm Entity.

If cancellation is accepted, Customer shall pay for completed work, work in progress, engineering time, Tooling work, materials ordered or committed, noncancelable supplier obligations, reserved capacity, disposal costs, and other reasonable costs resulting from cancellation.

Deposits are nonrefundable to the extent costs have been incurred, obligations have been committed, or capacity has been reserved.

4. Research, Development, and Engineering

Research and development involve technical uncertainty. Unless an Order expressly states a guaranteed acceptance criterion, no ReForm Protected Party guarantees that a development program, trial, prototype, Product, material, process, or test will achieve a particular technical, manufacturing, commercial, or regulatory result.

Customer acknowledges that:

  1. Development schedules and expected results are estimates;
  2. Multiple trials or iterations may be required;
  3. Materials and processes may behave differently at different scales;
  4. Successful prototypes or tests do not guarantee successful commercial production or performance in Customer’s application;
  5. Developmental Materials may vary in appearance, dimensions, properties, and performance;
  6. Customer Materials may be consumed, altered, or damaged during authorized work; and
  7. Development work may produce no usable Product.

The Contracting ReForm Entity is entitled to payment for work performed, time incurred, materials consumed, machine time, testing, Tooling, and committed costs regardless of whether Customer’s desired result is achieved.

Customer is responsible for independently evaluating all Products, Developmental Materials, results, recommendations, and Deliverables for Customer’s intended application.

5. Products, Production, and Customer Responsibilities

For standard or catalog Products, the applicable Specifications are ReForm’s published specifications in effect when the Order is accepted. Customer documents or application requirements do not modify those Specifications unless expressly accepted in writing by the Contracting ReForm Entity.

Custom Products will be manufactured substantially in accordance with the Specifications expressly accepted in the Order.

Unless otherwise stated in the Order, the Contracting ReForm Entity may determine manufacturing methods, work sequencing, equipment, Tooling, process parameters, inspection methods, sampling frequency, internal quality procedures, and commercially equivalent material sources permitted by the Specifications.

Minor deviations that do not materially impair compliance with the Specifications are not nonconformances. Customer acknowledges that reasonable variation may occur in composite and developmental manufacturing, including appearance, surface finish, fiber placement, color, texture, dimensions within agreed tolerances, and properties within agreed tolerances.

Production yields, scrap rates, cycle times, forecasts, and delivery schedules are estimates unless expressly guaranteed in writing. Customer forecasts are nonbinding unless an Order expressly identifies a binding purchase commitment.

Customer is responsible for:

  1. Defining the intended application and performance requirements;
  2. Reviewing and approving Specifications and Deliverables;
  3. Identifying applicable laws, codes, standards, and certification requirements;
  4. Providing complete and accurate Customer Materials;
  5. Disclosing known hazards and providing applicable safety data sheets;
  6. Obtaining required permits, approvals, and certifications;
  7. Conducting application-specific testing and validation; and
  8. Determining whether Products are suitable for Customer’s intended use.

The Contracting ReForm Entity may rely on Customer-provided information without independently verifying it.

Customer represents that it has the right to provide Customer Materials and authorize their use under these Terms.

6. Tooling Ownership and Charges

Tooling costs may be recovered through separately stated charges, engineering or development fees, setup or qualification charges, minimum order quantities, Product unit prices, production pricing, or other charges.

Tooling costs may be fully or partially included or amortized in Product pricing.

Regardless of how Tooling costs are stated or recovered:

  1. Payment is not a purchase price for the Tooling;
  2. Payment does not transfer title or ownership;
  3. Payment does not create a bailment, lien, security interest, or possessory interest;
  4. Payment does not provide inspection, photography, measurement, scanning, copying, reverse-engineering, removal, or delivery rights;
  5. Payment does not provide rights to Tooling drawings, models, calculations, process parameters, or internal geometry; and
  6. Payment does not restrict the rights of the ReForm Protected Parties except where an Order expressly grants a limited exclusive-use right.

Unless an Order expressly identifies a physically separable item as “Customer-Owned Tooling,” all Tooling is and remains the exclusive property of the applicable ReForm Protected Party.

This includes Tooling that:

  1. Is developed specifically for Customer;
  2. Produces a Customer-specific Product;
  3. Incorporates Customer dimensions or requirements;
  4. Is funded in whole or in part by Customer;
  5. Is funded through Product pricing;
  6. Is developed during paid research, development, or production work; or
  7. Has no anticipated use for another customer.

The ReForm Protected Parties retain all rights in the physical Tooling, Tooling architecture, internal geometry, flow paths, designs, models, calculations, modifications, repairs, improvements, process settings, and associated ReForm Technology.

Purchasing Products manufactured using Tooling does not transfer ownership of the Tooling, regardless of the quantity or value purchased.

Customer has no right to possess or receive ReForm-owned Tooling following completion, cancellation, nonpayment, termination, or any other event.

Customer may not photograph, record, inspect, measure, scan, copy, or document restricted ReForm Tooling, equipment, or processes without prior written authorization.

7. Tooling Use, Exclusivity, Retention, and Disposition

Except where an Order expressly grants a limited exclusive-use right, the ReForm Protected Parties may retain, modify, improve, reuse, repurpose, combine, disassemble, alter, recycle, destroy, or otherwise dispose of ReForm-owned Tooling.

The ReForm Protected Parties may use general Tooling concepts, architecture, methods, internal features, improvements, and know-how for other work, provided they do not knowingly disclose Customer Confidential Information or manufacture Customer’s proprietary Product for another party in violation of an applicable obligation.

An Order may designate specified ReForm-owned Tooling as “Exclusive Tooling.” Exclusivity:

  1. Does not transfer ownership, possession, inspection, or delivery rights;
  2. Applies only to the Product, geometry, customer, field of use, territory, and period stated in the Order;
  3. Is subject to applicable exclusivity, retention, readiness, maintenance, and production charges; and
  4. Does not restrict underlying ReForm Technology, general Tooling architecture, methods, improvements, or know-how.

Unless the Order states otherwise, exclusivity ends upon expiration of the stated period, nonpayment, twelve consecutive months without a production Order using the Tooling, Customer’s material breach, or Customer’s insolvency or cessation of business.

Unless an Order states otherwise, the ReForm Protected Parties have no obligation to retain particular Tooling for more than twelve months after completion of the applicable development project or most recent production Order.

The Contracting ReForm Entity may charge a periodic Tooling retention and readiness fee to reserve space, maintain records, restrict alternative use, and preserve potential production availability. This fee is not rent or storage for Customer-owned property and does not transfer ownership.

Tooling cleaning, repair, refurbishment, modification, requalification, recommissioning, or replacement may be separately charged when required for Customer’s Product, except to the extent ordinary maintenance is expressly included in the applicable production price.

If Customer does not pay an applicable Tooling charge, the Contracting ReForm Entity may provide thirty days’ written notice. If payment or another written arrangement is not received, the ReForm Protected Parties may terminate exclusivity or readiness and may modify, repurpose, permanently disable, recycle, destroy, or otherwise dispose of the Tooling without liability.

Customer may not retrieve or receive ReForm-owned Tooling instead of paying an applicable fee.

At Customer’s written request and expense, the applicable ReForm Protected Party may provide reasonable confirmation that Customer-specific Tooling has been destroyed or permanently disabled.

If Tooling is later required after it has been retired, modified, damaged, destroyed, or removed from active service, replacement Tooling and qualification will be separately quoted.

8. Customer-Owned or Customer-Supplied Tooling

No Tooling is Customer-owned unless the applicable Order expressly identifies the specific physically separable item as “Customer-Owned Tooling.”

Tooling that contains, reveals, incorporates, or is inseparable from ReForm Technology may not be designated as Customer-Owned Tooling.

Customer-owned or Customer-supplied Tooling is subject to separate written terms addressing identification, condition, permitted use, modifications, maintenance, insurance, risk of loss, storage, removal, return, abandonment, and disposal.

The Contracting ReForm Entity may refuse to accept or use Customer-supplied Tooling that is unsafe, unsuitable, damaged, incompatible, or reasonably likely to impair quality, equipment, or production.

9. Intellectual Property and Deliverables

Customer retains ownership of Customer Materials and intellectual property owned or controlled by Customer before the Order.

Customer grants the ReForm Protected Parties a nonexclusive, royalty-free license to use, reproduce, modify, and create working copies of Customer Materials as reasonably necessary to perform the Order, manufacture Products, maintain legal and quality records, exercise Tooling rights, and make authorized Exhibit Use.

All ReForm Technology remains exclusively owned by the applicable ReForm Protected Party.

ReForm Technology does not become Customer property or Customer Confidential Information merely because it is:

  1. Used for Customer;
  2. Incorporated into Tooling;
  3. Observed by Customer;
  4. Developed or improved during paid work;
  5. Developed in response to Customer requirements;
  6. Reflected in Product pricing; or
  7. Necessary to manufacture a Customer Product.

Customer receives only the Deliverables expressly identified in the Order.

Unless expressly stated otherwise, working files, editable models, source files, source code, internal notes, raw data, internal calculations, manufacturing drawings, Tooling drawings, process documentation, and process parameters are not Deliverables.

Upon full payment, Customer receives a nonexclusive license to use the Deliverables for Customer’s internal business purposes and the intended application identified in the Order.

Ownership transfers only where the Order expressly assigns a specific Deliverable or intellectual-property right to Customer.

The ReForm Protected Parties own improvements to their processes, Tooling, equipment, software, controls, process architecture, material-handling methods, and general engineering or manufacturing know-how.

Ownership or licensing of a separately patentable Customer-specific product invention must be addressed in a separate signed agreement or expressly stated in the Order. No intellectual-property right transfers by implication.

10. Confidentiality

Each party shall use reasonable care to protect the other party’s nonpublic technical, commercial, operational, and financial information that is identified as confidential or reasonably understood to be confidential.

Confidential Information does not include information that the receiving party can demonstrate:

  1. Was lawfully known without restriction before disclosure;
  2. Becomes public without breach;
  3. Is lawfully received from a third party without restriction;
  4. Is independently developed without using the disclosing party’s Confidential Information; or
  5. Is approved for release in writing.

Unless a separate agreement states otherwise, confidentiality obligations continue for five years after disclosure. Obligations concerning trade secrets continue for as long as the information qualifies as a trade secret under applicable law.

A signed nondisclosure or confidentiality agreement controls to the extent it imposes additional confidentiality obligations.

No nondisclosure agreement or confidentiality obligation transfers ownership of Tooling or ReForm Technology, provides Customer with possession or inspection rights, restricts preexisting or independently developed ReForm Technology, converts ReForm facilities, equipment, processes, Tooling, or know-how into Customer property, or grants intellectual-property rights not expressly stated in writing.

A party may disclose Confidential Information when legally required, provided it gives notice where legally permitted and reasonably cooperates in seeking confidential treatment.

11. Samples, Photography, Video, and Exhibit Use

Unless prohibited by the applicable Order or a signed nondisclosure or project-specific agreement, Customer authorizes the ReForm Protected Parties to create, retain, photograph, record, transport, display, reproduce, publish, and use de-identified Exhibit Materials to demonstrate ReForm’s capabilities.

Exhibit Materials may be used for trade shows, facility tours, customer and investor presentations, training, technical communications, proposals, capability statements, websites, social media, and printed marketing.

Exhibit Materials may include:

  1. Representative samples, shapes, profiles, prototypes, offcuts, rejects, and nonfunctional samples;
  2. Images or video of ReForm equipment and personnel;
  3. Images or video of material entering or exiting equipment;
  4. Images or video showing de-identified Products being manufactured; and
  5. General images of ReForm-owned Tooling that do not reveal restricted ReForm trade secrets.

ReForm may display the visible external shape of an Exhibit Material, provided it does not intentionally disclose Customer’s identity or the intended application.

ReForm will not intentionally disclose Customer’s name, logo, intended application, project name, confidential dimensions, proprietary formulations, nonpublic testing or performance data, pricing, quantities, internal markings, or other Customer Confidential Information.

ReForm may crop, obscure, relabel, edit, or omit details to reduce the possibility of identification or disclosure.

Customer may prohibit Exhibit Use by obtaining an express “No Exhibit Use” designation in the applicable Quote before work begins.

If a signed nondisclosure agreement would otherwise prohibit Exhibit Use, the applicable Quote must expressly state “De-identified Exhibit Use Authorized Notwithstanding the NDA” for Exhibit Use to be permitted.

A No Exhibit Use restriction does not transfer ownership of Tooling, restrict internal documentation, require return of ReForm-owned Tooling, require return of consumed or altered Developmental Materials, prevent legally or technically required record retention, or restrict use of general knowledge or ReForm Technology.

No ReForm Protected Party will publicly identify Customer or use Customer’s name, trademarks, or logo without Customer’s prior written consent.

Customer may not use a ReForm Protected Party’s name, trademarks, personnel, photographs, or marketing materials in advertising, publicity, endorsements, or public announcements without prior written consent.

12. Pricing, Payment, and Taxes

Customer shall pay all amounts according to the applicable Order and invoice.

Unless otherwise stated:

  1. Invoices are due thirty days after issuance;
  2. Deposits are due before work begins;
  3. Custom materials, Tooling, engineering, and committed third-party costs are noncancelable once incurred;
  4. The Contracting ReForm Entity may invoice by milestone, work in progress, quantity, committed cost, or delivery;
  5. Customer may not withhold payment or exercise a right of setoff;
  6. Invoice disputes must be submitted in writing within seven business days after receipt; and
  7. Undisputed amounts remain payable when due.

Late amounts accrue interest at the lesser of one and one-half percent per month or the maximum rate permitted by law.

Customer shall reimburse reasonable collection costs, including attorney fees and collection-agency fees, to the extent permitted by law.

The Contracting ReForm Entity may revise credit terms, require deposits, require payment before shipment, or suspend performance if Customer’s creditworthiness or ability to perform materially deteriorates.

Prices exclude applicable taxes, tariffs, duties, freight, and governmental charges unless expressly included. Customer is responsible for those amounts other than taxes based on the Contracting ReForm Entity’s net income.

13. Delivery, Title, Inspection, and Claims

Delivery dates are estimates unless expressly guaranteed in writing.

Unless the Order states otherwise, risk of loss passes when Products are tendered to Customer or the carrier at the Contracting ReForm Entity’s facility. Title to Products passes upon full payment. Title to ReForm-owned Tooling and ReForm Technology never passes.

Customer is responsible for freight, insurance, unloading, handling, storage, and transportation claims.

Customer shall inspect Products promptly after delivery. Claims must be submitted in writing within thirty days after discovery and no later than ninety days after delivery, unless a different written warranty period applies.

Claims concerning Services must be submitted within thirty days after completion of the affected Services.

A claim must identify the affected Product or Service, alleged nonconformance, applicable Specification, supporting evidence, and relevant lot, shipment, invoice, or project.

Products may not be returned without written authorization.

Use, processing, resale, installation, or incorporation of Products constitutes acceptance of conditions that were or reasonably should have been discovered beforehand.

14. Limited Warranty and Exclusive Remedy

For production Products, the Contracting ReForm Entity warrants that the Products will substantially conform to the applicable Specifications when risk of loss transfers.

For Services, the Contracting ReForm Entity warrants that the Services will be performed in a professional and workmanlike manner consistent with commercially reasonable industry practices.

These warranties do not apply to:

  1. Developmental Materials, prototypes, trials, experiments, or samples;
  2. Products identified as nonconforming, second-quality, reject, or scrap;
  3. Damage occurring after risk of loss transfers;
  4. Improper handling, storage, transportation, installation, processing, or use;
  5. Modification by Customer or a third party;
  6. Failure of Customer Materials;
  7. Normal wear;
  8. Use outside the Specifications;
  9. Customer’s application design; or
  10. Conditions outside the reasonable control of the ReForm Protected Parties.

Customer’s sole and exclusive remedy is, at the Contracting ReForm Entity’s option, repair, replacement, reperformance, credit, or refund of the amount paid for the affected Products or Services.

The ReForm Protected Parties are not responsible for removal, sorting, field labor, reinstallation, retesting, recall, or other downstream costs unless expressly agreed in writing.

15. Warranty Disclaimer

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 14 OR AN APPLICABLE ORDER, ALL PRODUCTS, SERVICES, DEVELOPMENTAL MATERIALS, PROTOTYPES, SAMPLES, DELIVERABLES, TOOLING, TEST RESULTS, AND OTHER RESULTS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.”

THE REFORM PROTECTED PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DESIGN ADEQUACY, COMMERCIAL SUCCESS, REGULATORY APPROVAL, AND PERFORMANCE IN CUSTOMER’S APPLICATION.

NO ORAL STATEMENT, FORECAST, SAMPLE, MODEL, MARKETING MATERIAL, WEBSITE CONTENT, TEST RESULT, TECHNICAL RECOMMENDATION, OR PRELIMINARY DATA CREATES A WARRANTY UNLESS EXPRESSLY IDENTIFIED AS A WARRANTY IN AN ORDER ACCEPTED BY THE CONTRACTING REFORM ENTITY.

16. Limitation of Liability and Customer Indemnification

To the fullest extent permitted by law, the total aggregate liability of all ReForm Protected Parties arising from or relating to an Order shall not exceed the amount paid to the Contracting ReForm Entity for the specific Products or Services giving rise to the claim.

No ReForm Protected Party is liable for consequential, incidental, special, exemplary, or punitive damages; lost profits, revenue, production, use, contracts, or opportunities; business interruption; recall, sorting, removal, field-service, or reinstallation costs; damage to other products or systems; or loss or corruption of data.

These limitations apply regardless of legal theory, even if a limited remedy fails of its essential purpose or a ReForm Protected Party was advised that damages were possible.

Nothing in these Terms excludes liability that cannot lawfully be excluded.

Customer shall defend, indemnify, and hold harmless the ReForm Protected Parties from claims, damages, losses, penalties, liabilities, and reasonable costs arising from:

  1. Customer Materials, designs, or Specifications;
  2. Infringement resulting from compliance with Customer instructions;
  3. Customer’s handling, storage, installation, processing, resale, or use of Products;
  4. Integration of Products into Customer’s product or system;
  5. Customer’s intended application;
  6. Failure to provide downstream warnings or safety information;
  7. Customer’s violation of law;
  8. Unauthorized representations or warranties;
  9. Use outside the Specifications; or
  10. Customer’s modification or misuse.

This indemnification does not apply to the extent a claim is finally determined to result directly from a ReForm Protected Party’s gross negligence, willful misconduct, or breach of an express warranty.

17. Compliance and Export Controls

Customer is responsible for determining whether Products and Deliverables are suitable and lawful for its intended application and for complying with applicable laws, regulations, codes, standards, permits, licenses, and certification requirements.

Products and Deliverables may not be used in medical implants, nuclear systems, weapons, life-critical systems, aviation applications, or other exceptionally hazardous applications unless the application is expressly identified and approved in the applicable Order.

Customer shall comply with applicable export-control, sanctions, customs, and trade laws, including ITAR, EAR, and OFAC requirements.

Customer shall notify the Contracting ReForm Entity before providing export-controlled, classified, or controlled unclassified information. No ReForm Protected Party is required to accept controlled information or perform controlled work unless expressly agreed in writing.

18. Suspension, Force Majeure, and Discontinuation

The Contracting ReForm Entity may suspend work, withhold Products or Deliverables, revise credit terms, or terminate an Order for nonpayment, material breach, failure to provide required information or assurance, insolvency, legal or safety risk, or attempted unauthorized access to ReForm Technology.

Amounts for completed work, work in progress, committed materials, Tooling, reserved capacity, and noncancelable obligations become immediately due.

No ReForm Protected Party is liable for delay, shortage, or nonperformance caused by circumstances beyond reasonable control, including natural disasters, fire, flood, war, civil disturbance, labor or utility disruptions, cyber incidents, transportation delays, supplier failures, material shortages, governmental action, tariffs, trade restrictions, or equipment failure despite commercially reasonable maintenance.

The ReForm Protected Parties may allocate materials and capacity, revise schedules, substitute commercially equivalent materials where Specifications permit, modify processes, or discontinue Products or Services unless otherwise agreed in writing.

19. Governing Law and General Provisions

These Terms and all Orders are governed by the laws of the State of Maine, without regard to conflict-of-law principles.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Any legal action arising from these Terms or an Order shall be brought exclusively in the state or federal courts located in Maine. Customer consents to personal jurisdiction and venue in those courts.

Customer may not assign an Order without the Contracting ReForm Entity’s prior written consent. The Contracting ReForm Entity may assign an Order or related rights to another ReForm Protected Party or to a successor.

These Terms and the applicable Order constitute the complete agreement concerning the transaction, subject to any signed nondisclosure agreement as provided in these Terms.

No amendment or waiver is effective unless in writing and signed by an authorized representative of the party against whom it is asserted.

If a provision is invalid or unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will remain effective.

Failure to enforce a provision is not a waiver.

No agency, partnership, joint venture, franchise, fiduciary, or employment relationship is created.

Except for the ReForm Protected Parties as expressly provided in these Terms, there are no third-party beneficiaries.

Electronic signatures, electronic acceptance, and counterparts are effective as originals.

This terms of use policy may be updated from time to time. We encourage you to review it periodically.