Customer Agreement and Terms of Sale

Effective Date:  April 1, 2026

This Customer Agreement and Terms of Sale (“Terms”) govern all quotations, proposals, order confirmations, sales, and deliveries of products, prototypes, parts, assemblies, tooling, and related services (collectively, “Goods”) by Flatout Manufacturing LLC, a Georgia limited liability company (“Flatout”), to the customer identified on the applicable quote, purchase order, order confirmation, invoice, or online portal account (“Customer”). “Order” means any purchase order, portal order, release, written acceptance of a quote, or other Customer consent to purchase Goods that is accepted by Flatout.

By (i) requesting a quote, (ii) uploading Customer Materials, (iii) issuing a purchase order, (iv) clicking to accept or place an Order through Flatout’s website or portal, (v) executing a written agreement incorporating these Terms, (vi) paying any invoice, or (vii) accepting delivery of any Goods, Customer agrees to be bound by these Terms. These Terms constitute a binding agreement regardless of whether acceptance occurs electronically or through a signed writing. These Terms are intended to govern the parties’ relationship both (i) when accepted electronically through Flatout’s website or portal and (ii) when incorporated into or executed as a written agreement between the parties. These Terms apply to all Orders regardless of the method of acceptance.

1.       Scope; Order of Precedence.

1.1        Each Order is governed only by: (a) any separate written agreement signed by an authorized officer of Flatout that expressly overrides these Terms; (b) these Terms; and (c) the applicable Flatout quote, order confirmation, or invoice.

1.2        Any confidentiality obligations in a separately executed nondisclosure agreement between Flatout and Customer will control solely with respect to confidentiality and use of confidential information. In the event of a conflict between such nondisclosure agreement and these Terms, the nondisclosure agreement will control only as to confidentiality matters, and these Terms will control in all other respects.

1.3        Any additional, different, or inconsistent terms contained in any purchase order, supplier onboarding form, portal terms, click-through terms, email, or other communication from Customer are hereby objected to and rejected and will have no force or effect, even if such terms are not expressly rejected by Flatout, unless expressly agreed in a writing signed by an authorized officer of Flatout. Customer acknowledges and agrees that Flatout expressly limits acceptance of any Order to these Terms and the applicable Flatout-issued quote or order confirmation. Any reference to Customer terms in any communication, or any performance by Flatout, will not constitute acceptance of such terms.

2.       Quotes; Orders; Acceptance.

2.1        All quotes are nonbinding until accepted by Flatout through an order confirmation, shipment, or other written acceptance. Quotes may be changed or withdrawn at any time before Flatout’s acceptance. Unless otherwise stated in the quote, quotes expire fifteen (15) days after issuance.

2.2        Quotes are based solely on the information, files, specifications, drawings, models, bills of materials, volumes, tolerances, quality requirements, certifications, and assumptions provided by Customer. If any of those items are incomplete, inaccurate, changed, or later discovered to be different from what was initially provided, Flatout may revise pricing, lead times, minimum order quantities, tooling charges, freight charges, and other commercial terms.

2.3        No Order is binding on Flatout unless and until Flatout accepts it. Flatout may reject any Order, in whole or in part, in its discretion.

2.4        The terms and conditions set forth in any quote issued by Flatout form an integral part of the agreement between the parties for the applicable Order. Customer’s placement of an Order, whether through the portal, by purchase order, or otherwise, constitutes acceptance of the applicable Flatout quote, including all technical and commercial assumptions, limitations, and conditions stated therein.

2.5        To the extent any Customer purchase order or other document references different or additional terms, such terms are rejected and will not modify the terms of the applicable Flatout quote or these Terms.

3.       Online Portal; Electronic Records.

3.1        Customer is responsible for maintaining the confidentiality of its login credentials and for all activities occurring under its account.

3.2        Customer authorizes Flatout to rely on all instructions, approvals, releases, uploads, purchase orders, design revisions, and other communications submitted through Customer’s account, by Customer’s personnel, or from Customer’s email domain, as if submitted directly by Customer.

3.3        Customer agrees to conduct transactions electronically with Flatout, including through Flatout’s website, portal, email, and other electronic means. Electronic records, click-through acceptances, and electronic signatures will be binding and enforceable to the fullest extent permitted by applicable law.

3.4        Customer is responsible for the accuracy, completeness, and security of all information uploaded or transmitted through Flatout’s website or portal. Flatout may rely on all submissions and electronic communications without independent verification. Customer acknowledges that website and/or portal availability and functionality are provided on an “as is” basis.

4.       Customer Materials; Design Responsibility.

4.1        “Customer Materials” means all drawings, files, CAD models, specifications, statements of work, performance requirements, instructions, packaging requirements, labels, quality standards, test methods, trademarks, components, equipment, and other information or materials provided by or on behalf of Customer.

4.2        Customer is solely responsible for the completeness, accuracy, adequacy, legality, and suitability of all Customer Materials and for the design, engineering, functionality, safety, manufacturability, assembly, integration, regulatory compliance, performance, and end-use of any Goods manufactured or supplied in accordance with Customer Materials.

4.3        Customer bears all risk of loss, shortage, nonconformance, and delay associated with Customer Materials. Flatout has no obligation to inspect Customer Materials. Any nonconformance, delay, or defect arising from Customer Materials will not constitute a breach by Flatout and may result in revised pricing, lead times, or cancellation.

4.4        Flatout does not provide design, engineering, legal, safety, validation, verification, compliance, regulatory, product suitability, or other professional services unless expressly stated in a separate writing signed by Flatout. Customer is solely responsible for all product testing, qualification, validation, certifications, warnings, instructions, labeling, and post‑market obligations. Any design-for-manufacture feedback, material suggestions, comments regarding tolerancing, or similar assistance provided by Flatout is informational only, may be incomplete, does not constitute design, engineering, legal, safety, validation, verification, compliance, regulatory, or product-suitability advice, and does not diminish or alter Customer’s obligations or liability under these Terms.

4.5        Flatout is entitled to rely on Customer Materials and has no duty to independently verify or investigate them.

4.6        If Flatout provides samples, prototypes, first articles, pre-production units, approval drawings, qualification reports, or similar materials for Customer review, Customer is solely responsible for reviewing and approving them for design, dimensions, functionality, manufacturability, and intended use before production proceeds. Flatout will have no liability for any condition that was apparent from, or would have been discovered by reasonable review of, any sample, prototype, first article, pre-production unit, approval drawing, or qualification report approved by Customer.

4.7        Customer acknowledges that Flatout acts solely as a manufacturing intermediary and not as a designer, engineer, or manufacturer of record.

5.       Recalls and Field Actions.

Customer is solely responsible, at its sole cost and expense, for any recall, market withdrawal, field correction, safety notice, retrofit, repair campaign, replacement program, or similar action relating to the Goods or any product into which the Goods are incorporated. Flatout will have no responsibility or liability for any such action except solely to the extent caused by Flatout’s breach of the express limited warranty set forth in Section 12, and in all events Flatout’s liability for any such matter will remain subject to Section 12 and Section 18. Customer will defend, indemnify, and hold harmless Flatout and its affiliates, and its and their officers, directors, employees, agents, subcontractors, Manufacturing Partners, suppliers, and logistics providers from and against all costs, liabilities, claims, losses, damages, penalties, and expenses associated with any recall or field action arising from Customer Materials, Customer’s design, specifications, instructions, required processes, labeling, warnings, certifications, regulatory status, or end use, including notification, logistics, retrieval, inspection, repair, replacement, disposal, and regulatory costs.

6.       Manufacturing Partners; Subcontracting.

6.1        Customer acknowledges and agrees that Flatout may source, procure, subcontract, and delegate any portion of performance to third-party manufacturers, fabricators, processors, logistics providers, customs brokers, testing providers, and other service providers selected by Flatout (each, a “Manufacturing Partner”).

6.2        Flatout may disclose Customer Materials to such Manufacturing Partners as reasonably necessary to quote, manufacture, inspect, package, ship, and support the Goods, subject to Section 16 and any applicable nondisclosure agreement.

6.3        Unless expressly agreed otherwise in writing, Flatout is not the designer or manufacturer of the Goods and does not certify the manufacturing processes, quality systems, legal compliance, or facilities of any Manufacturing Partner beyond the limited obligations expressly set forth in these Terms.

7.       Pricing; Taxes; Payment Terms.

7.1        Prices are as stated in Flatout’s accepted quote or order confirmation. Flatout may increase pricing, or invoice Customer for additional amounts, to reflect increases in raw material costs, labor costs, freight, insurance, duties, tariffs, taxes, surcharges, exchange-rate fluctuations, or costs imposed by suppliers, carriers, or governmental authorities after quote issuance or resulting from Customer changes, delays, incomplete or inaccurate Customer Materials, or changes in applicable law. All prices are exclusive of sales, use, value-added, excise, import, export, tariff, customs, brokerage, freight, insurance, and similar taxes, duties, tariffs, charges, and assessments, all of which are Customer’s responsibility unless expressly stated otherwise. For the avoidance of doubt, any accepted Change Order may result in revised pricing and revised payment milestones notwithstanding any prior quote, order confirmation, or invoice.

7.2        Unless Flatout has approved credit terms for Customer in writing, all Orders are payable in advance. If Flatout extends credit, payment is due within thirty (30) days from invoice date unless otherwise stated in writing. Flatout may require deposits, milestone payments, security, or payment in full before commencing work, releasing Goods, or arranging shipment. Past-due amounts accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. Customer will reimburse Flatout for reasonable costs of collection, including reasonable attorneys’ fees and court costs, to the extent permitted by law. Customer may not withhold payment, offset amounts, recoup amounts, or charge back any invoice without Flatout’s prior written consent.

8.       Change Orders; Cancellations.

8.1        Because the Goods are custom and made to Customer’s specifications, no change to any Order, Customer Materials, specifications, design, dimensions, materials, components, tolerances, finishes, packaging, labeling, quantity, delivery schedule, shipping instructions, testing, quality requirements, certifications, country of origin, Manufacturing Partner, or other requirement (each, a “Change Request”) will be binding unless and until Flatout expressly accepts the Change Request in a written change order, revised quote, revised order confirmation, or other written confirmation issued by Flatout (each, a “Change Order”). Flatout may accept or reject any Change Request in its sole discretion. Email or portal communications from Customer requesting or describing a change do not bind Flatout unless Flatout expressly confirms acceptance in writing.

8.2        Flatout may suspend quoting, procurement, tooling, manufacturing, shipment, or other performance while it evaluates any Change Request. Flatout has no obligation to proceed with any requested change unless and until the parties agree in writing on all resulting adjustments to price, lead time, tooling, non-recurring engineering, minimum order quantities, freight, testing, acceptance criteria, payment schedule, and any other affected commercial or technical terms. Pending such agreement, Flatout may continue performance in accordance with the last accepted Order terms or may suspend performance without liability.

8.3        Customer acknowledges that any Change Request may disrupt production planning, raw-material procurement, tooling, scheduling, quality planning, logistics, and supplier commitments, and may increase cost or delay delivery. If Flatout accepts a Change Request, Flatout may, in its discretion, revise any affected term of the Order, including price, lead time, shipment date, delivery schedule, minimum order quantities, tooling charges, engineering charges, testing charges, scrap allowances, and payment milestones. Any delivery date affected by a Change Request will be extended by a reasonable period, and Flatout will not be liable for any delay, nonperformance, or increased cost arising out of or relating to a Change Request.

8.4        Customer will reimburse Flatout, for all costs, expenses, liabilities, and commitments incurred by Flatout or its Manufacturing Partners, suppliers, or subcontractors in connection with any Change Request, whether or not the Change Request is ultimately implemented, including costs of quotation review, engineering review, feasibility analysis, process validation, testing, requalification, administrative processing, raw materials, work in process, finished Goods, tooling, scrap, rework, line changeover, expedited freight, storage, cancellation charges, restocking charges, and a reasonable allocation of overhead and profit.

8.5        If a Change Request is made after Flatout or any Manufacturing Partner has begun procurement, tooling, programming, setup, production, inspection, packaging, or shipment activities, Customer will bear all resulting inefficiencies, added costs, and delays, including costs arising from obsolete materials, unusable work in process, rescheduling, interrupted production runs, partial completion, or the need to restart, remake, retool, or revalidate production.

8.6        If Customer does not accept Flatout’s proposed Change Order within the time stated by Flatout, or if no time is stated, within five (5) business days after issuance, the Change Request will be deemed rejected and Flatout may continue to perform the Order as originally accepted or cancel the affected Order, in whole or in part, without liability other than refunding any amounts paid for unperformed work, less any amounts owed by Customer under these Terms.

8.7        If Flatout determines that a requested or required change is not feasible or would impose materially increased cost, delay, risk, or operational burden, Flatout may cancel the affected Order, in whole or in part, upon notice to Customer. In that event, Customer will pay Flatout for all work performed, commitments made, and costs incurred through the effective date of cancellation, including raw materials, work in process, tooling, engineering, supplier commitments, cancellation charges, and a reasonable allocation of overhead and profit.

8.8        Because the Goods are custom and made to Customer’s specifications, Orders may not otherwise be changed, canceled, rescheduled, or terminated without Flatout’s prior written consent. Custom Goods are nonreturnable and nonrefundable except to the extent Flatout expressly agrees otherwise in writing or provides a remedy under the limited warranty expressly set forth in these Terms.

9.       Tooling; Non‑Recurring Engineering.

9.1        Unless otherwise expressly stated in an applicable order confirmation or a separate written tooling agreement signed by Flatout: (a) all tooling, molds, dies, fixtures, jigs, programs, software, drawings, and non-recurring engineering (collectively, ‘Tooling’) are non-cancelable and non-refundable; (b) Flatout or its Manufacturing Partner will retain possession of and control over all Tooling; (c) payment of any Tooling charge does not by itself transfer title, possession, location control, release rights, design files, programs, or any right to remove, replicate, or transfer the Tooling; (d) no Tooling will be removed, transferred, replicated, or made available to Customer or any third party except pursuant to Flatout’s prior written release agreement and payment in full of all amounts due to Flatout and its Manufacturing Partners relating to the applicable Order and Tooling; and (e) Flatout may store Tooling at its or its Manufacturing Partners’ facilities.

9.2        “Customer bears all costs and risk associated with Tooling, including storage, maintenance, wear, damage, loss, replacement, and transportation, except to the extent caused by Flatout’s gross negligence or willful misconduct. Flatout may suspend use of Tooling while any amounts are unpaid. Flatout may scrap, destroy, or dispose of Tooling after twelve (12) months of inactivity upon reasonable notice to Customer unless otherwise agreed in writing.

10.    Delivery; Risk of Loss; Delays.

Any shipment, production, or delivery dates are estimates only and are not guaranteed. Flatout may make partial shipments and invoice each shipment separately. Unless otherwise stated in the order confirmation, risk of loss and damage passes to Customer upon Flatout’s delivery of the Goods to the carrier at the point of shipment, and title passes upon the later of such delivery to carrier or Flatout’s receipt of full payment for the applicable Goods. Delays caused by third-party manufacturers, suppliers, carriers, customs authorities, port congestion, import/export controls, trade restrictions, labor disruptions, shortages, force majeure events, or other causes beyond Flatout’s reasonable control do not constitute a breach by Flatout. Flatout may allocate available production capacity, inventory, and supply among its customers in a commercially reasonable manner. Any production or delivery schedule will automatically be equitably adjusted to account for the time reasonably required to evaluate, implement, validate, and coordinate any Change Order and any resulting supplier or logistics impacts.

11.    Inspection; Acceptance.

Customer must inspect the Goods within five (5) days of receipt. Customer must notify Flatout in writing of any claim for shortage, shipping damage, visible defect, or nonconformity within ten (10) days after delivery. Any claim for a latent nonconformity not reasonably discoverable upon initial inspection must be made within thirty (30) days after delivery and in any event before the Goods are used, incorporated into any other product, resold, modified, or transferred. Any notice of rejection or claim must describe the alleged nonconformity in reasonable detail and include supporting documentation reasonably requested by Flatout. Goods will be deemed irrevocably accepted if Customer: (a) fails to timely notify Flatout under this Section; (b) uses, installs, integrates, modifies, or resells the Goods; or (c) otherwise acts inconsistently with Flatout’s ownership. Customer must hold allegedly nonconforming Goods for Flatout’s inspection and disposition instructions. Flatout may require return of the Goods, photographs, samples, test data, or other evidence as a condition to any remedy. Unauthorized returns may be rejected. Unless otherwise agreed, Customer bears shipping and handling costs for returned Goods.

12.    Limited Warranty; Exclusive Remedy

12.1     Subject to Sections 11, 12.2, and 13, Flatout warrants solely to the original Customer that, for thirty (30) days after delivery, the Goods will materially conform to the written specifications expressly set forth in the applicable Flatout order confirmation, excluding any tolerances, assumptions, or exclusions stated in the quote or order confirmation.

12.2     The limited warranty above does not apply to, and Flatout has no responsibility for, any nonconformity, defect, or failure arising from or related to: (a) Customer Materials or Customer’s design, engineering, specifications, instructions, or requested suppliers or processes; (b) customer-selected materials or substitutions; (c) manufacturability limits, tolerances, cosmetic variation, color variation, finish variation, yield loss, or other characteristics customary in custom manufacturing; (d) prototype or pre-production limitations; (e) misuse, abuse, improper storage, handling, transport, installation, maintenance, repair, modification, or integration after delivery; (f) compliance with laws, regulations, industry standards, or end-use requirements not expressly stated in Flatout’s order confirmation; (g) acts or omissions of carriers, customs brokers, or third-party manufacturers, except solely to the extent the affected Goods materially fail to conform to the written specifications and Customer timely invokes the exclusive remedy below; or (h) any use of the Goods in a prohibited or undisclosed critical-use application.

12.3     If Flatout confirms that Goods do not meet the limited warranty, Flatout’s sole and exclusive obligation, and Customer’s sole and exclusive remedy, is for Flatout, at its option, to: (a) repair the nonconforming Goods; (b) replace the nonconforming Goods; or (c) issue a credit or refund for the purchase price actually paid for the nonconforming Goods.

12.4     Flatout has no obligation under this Section unless Customer has paid all amounts due for the applicable Order.

12.5     The exclusive remedies in this Section 12 apply notwithstanding that any alleged nonconformity may have resulted from workmanship, process, or performance issues occurring at a Manufacturing Partner, and Flatout will have no liability beyond the remedies expressly set forth in this Section 12.

13.    Disclaimer of Warranties.

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 12, THE GOODS AND ALL RELATED SERVICES, PORTAL FUNCTIONALITY, DESIGN-FOR-MANUFACTURE FEEDBACK, AND INFORMATION ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” AND WITHOUT ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLATOUT EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, ACCURACY, OR THAT THE GOODS WILL BE DEFECT-FREE OR SUITABLE FOR CUSTOMER’S INTENDED APPLICATION. FLATOUT DOES NOT WARRANT THAT ANY GOODS WILL COMPLY WITH CUSTOMER’S END-USE REQUIREMENTS, PRODUCT SAFETY REQUIREMENTS, OR ANY LEGAL OR REGULATORY REQUIREMENT UNLESS EXPRESSLY SET FORTH IN A WRITING SIGNED BY FLATOUT.

14.    Intellectual Property; Customer Representations

14.1     As between Customer and Flatout, Customer retains its rights in Customer Materials, subject to the license granted below.

14.2     Customer grants Flatout and its affiliates, subcontractors, Manufacturing Partners, and service providers a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, reproduce, host, store, copy, modify (including for formatting, technical processing, or manufacturability purposes), adapt, translate, create derivative works from, transmit, distribute, and otherwise disclose and exploit Customer Materials for any lawful business purpose related to:

• quoting and evaluating manufacturing feasibility;

• coordinating, sourcing, and procuring manufacturing services;

• producing, assembling, and delivering Goods;

• maintaining records of transactions and manufacturing history;

• quality control, compliance, dispute resolution, and enforcement of agreements; and

• improving and developing Flatout’s services and operations;

provided that Flatout will not use Customer Materials to market or sell Customer’s specific designs to third parties as standalone products.

14.3     Customer represents and warrants that: (a) Customer has all rights, licenses, consents, and authority necessary for Flatout and its subcontractors to use Customer Materials and manufacture the Goods; (b) the manufacture, sale, import, export, use, or other exploitation of the Goods in accordance with Customer Materials will not infringe, misappropriate, or violate any intellectual property or other rights of any third party; and (c) Customer Materials and the Goods do not violate any applicable law or regulation.

14.4     Flatout retains all rights in its and its suppliers’ preexisting intellectual property, know-how, manufacturing methods, pricing methodologies, process improvements, fixtures, software, templates, and general learnings, whether or not developed in connection with an Order, excluding Customer Materials.

15.    Indemnification

15.1     Customer will defend, indemnify, and hold harmless Flatout, its affiliates, and its and their officers, directors, employees, agents, subcontractors, Manufacturing Partners, suppliers, logistics providers, successors, and assigns from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities, damages, losses, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys’ fees and costs of recall, field action, retrieval, testing, repair, replacement, disposal, and regulatory response) arising out of or relating to: (a) Customer Materials; (b) Customer’s design, engineering, specifications, instructions, labeling, warnings, certifications, or required sources or processes; (c) any actual or alleged infringement, misappropriation, or violation of any intellectual property or other proprietary right resulting from compliance with Customer Materials; (d) any actual or alleged defect in design, warnings, instructions, testing, certification, legality, regulatory status, or end use of the Goods to the extent based on Customer Materials or Customer’s intended application; (e) bodily injury, death, property damage, economic loss, recall, market withdrawal, field action, customs detention, seizure, or governmental investigation arising from any of the foregoing; (f) Customer’s marketing, resale, distribution, import, export, or use of the Goods; (g) Customer’s breach of these Terms; or (h) Customer’s negligence, misconduct, or violation of law.

15.2     Flatout may participate in the defense with counsel of its choice at Customer’s expense if Flatout reasonably determines that separate representation is appropriate or that the claim could adversely affect Flatout or any other indemnitee beyond monetary damages. Customer may not settle any claim in a manner that admits fault by, imposes any obligation on, or fails to unconditionally release Flatout and all other indemnitees without Flatout’s prior written consent.

15.3     Flatout’s Manufacturing Partner are intended third-party beneficiaries of this Section and may enforce it directly.

16.    Confidentiality

16.1     If the parties have entered into a separate nondisclosure agreement, that agreement governs confidentiality.

16.2     If no separate nondisclosure agreement applies, each party will use the other party’s nonpublic technical, commercial, business, and sourcing information disclosed in connection with an Order only for purposes of the parties’ relationship and will not disclose such information to third parties except to its employees, professional advisers, and subcontractors who need to know it and are bound by confidentiality obligations at least as protective as those set forth herein.

16.3     Flatout may disclose Customer Materials and related information to its subcontractors and Manufacturing Partners as reasonably necessary to provide quotations and perform Orders.

16.4     Flatout’s pricing, quotations, lead times, supplier information, Manufacturing Partner identities, sourcing relationships, manufacturing methods, and other nonpublic commercial information are Flatout confidential information and trade secrets.

17.    Compliance; Critical Uses

17.1     Customer is solely responsible for determining whether the Goods are suitable for Customer’s intended application and for conducting all required testing, qualification, validation, safety analysis, legal review, and regulatory review.

17.2     Unless Flatout expressly agrees otherwise in a writing signed by an authorized officer of Flatout, Customer will not use the Goods in any application where failure could reasonably be expected to cause death, personal injury, significant property damage, or environmental harm, including life-support, implantable medical, nuclear, aerospace flight-critical, or automotive safety-critical uses.

17.3     Customer is solely responsible for all product warnings, instructions, certifications, registrations, import classifications, export classifications, labeling, packaging, traceability, testing, qualification, and legal or regulatory compliance relating to the Goods and any product into which the Goods are incorporated, including compliance with RoHS, REACH, PFAS-related restrictions, Proposition 65, conflict minerals, country-of-origin marking, medical-device requirements, aerospace requirements, automotive requirements, and other industry-specific or jurisdiction-specific requirements, unless a particular requirement is expressly identified in Flatout’s accepted order confirmation.

17.4     Flatout may refuse or suspend any Order that, in Flatout’s judgment, could violate applicable law, sanctions, export controls, anti-bribery laws, customs requirements, or safety requirements.

17.5     Unless Flatout expressly agrees otherwise in writing, Customer is the importer of record and exporter of record for the destination country and is solely responsible for customs entry, classification, valuation, duties, tariffs, taxes, brokerage, anti-dumping or countervailing duties, permits, destination-country compliance, and all related costs, delays, detentions, seizures, penalties, and liabilities.

18.    Limitation of Liability

18.1     TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL FLATOUT OR ITS AFFILIATES OR ANY OF ITS OR THEIR SUBCONTRACTORS, MANUFACTURERS, SUPPLIERS, OR LOGISTICS PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, COST OF COVER, RECALL COSTS, REPUTATIONAL HARM, OR BUSINESS INTERRUPTION, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, WARRANTY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2     TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLATOUT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY ORDER, THE GOODS, OR THESE TERMS WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO FLATOUT FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.

18.3     Customer waives any direct claim against Flatout’s subcontractors, manufacturers, suppliers, and logistics providers arising out of or relating to any Order, and agrees that its sole recourse is against Flatout, subject to the limitations in these Terms.

18.4     No action arising out of or relating to any Order or these Terms may be brought more than one (1) year after the cause of action accrued.

18.5     The limitations, exclusions, and allocations of risk in these Terms apply notwithstanding any failure of essential purpose of any limited or exclusive remedy and form an essential basis of the bargain between the parties.

19.    Force Majeure.

Flatout will not be liable for any delay, failure, or increased cost caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, war, terrorism, civil unrest, labor disputes, power failures, cyber incidents, shortages of labor or materials, supplier failures, manufacturing interruptions, transportation delays, customs delays, governmental acts, tariffs, trade restrictions, embargoes, sanctions, or port congestion. In such event, Flatout may extend time for performance, allocate supply, suspend performance, or cancel affected Orders without liability.

20.    Suspension; Termination.

20.1     Flatout may suspend performance, withhold shipment, revoke credit, or terminate any Order immediately upon notice if Customer fails to pay any amount when due, breaches these Terms, becomes insolvent, files or has filed against it any bankruptcy or insolvency proceeding, or if Flatout reasonably believes continued performance may expose Flatout to legal, commercial, payment, or reputational risk.

20.2     Suspension or termination does not relieve Customer of its payment obligations for work performed, commitments made, or costs incurred before the effective date of suspension or termination.

21.    Governing Law; Venue.

These Terms and each Order are governed by and construed under the laws of the State of Georgia, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Any action or proceeding arising out of or relating to these Terms, any Order, or the Goods must be brought exclusively in the Superior Court of Cobb County, Georgia, or if that court lacks subject matter jurisdiction, the State Court of Cobb County, Georgia; provided, however, that if exclusive federal subject matter jurisdiction applies, such action must be brought in the United States District Court for the Northern District of Georgia, Atlanta Division. Each party irrevocably submits to the exclusive jurisdiction of such courts and waives any objection based on venue, forum non conveniens, or similar doctrine.

22.    Non‑Circumvention.

Customer acknowledges that Flatout has invested significant time, expense, and expertise in identifying, qualifying, and managing its Manufacturing Partners, and that Manufacturing Partner identities and sourcing relationships constitute Flatout confidential information and trade secrets. During the term of any Order and for twenty-four (24) months thereafter, Customer will not, directly or indirectly, solicit, contract with, purchase from, or otherwise engage any Manufacturing Partner that was disclosed to Customer by Flatout or used to quote, develop, or manufacture Goods for Customer, except (i) through Flatout or with Flatout’s prior written consent, or (ii) to the extent Customer can demonstrate prior independent relationship with the applicable Manufacturing Partner. Customer agrees that a breach of this Section would cause irreparable harm for which monetary damages may be inadequate, and Flatout will be entitled to injunctive relief, specific performance, and any other remedies available at law or equity.

23.    Export Controls; Sanctions; International Transfers.

23.1     Customer represents and warrants that all Customer Materials and related technical data provided by or on behalf of Customer are accurately described and classified under applicable export control, customs, and sanctions laws, including the U.S. Export Administration Regulations (EAR), International Traffic in Arms Regulations (ITAR), and U.S. sanctions programs.

23.2     Customer will not provide any Customer Materials or technical data that are controlled, restricted, or require a license for export, transfer, or disclosure to non‑U.S. persons unless expressly agreed by Flatout in writing. Customer is solely responsible for obtaining all required licenses, authorizations, and approvals.

23.3     Customer acknowledges and consents that Customer Materials and related information may be transferred to, accessed from, and processed in foreign jurisdictions and disclosed to Manufacturing Partners as reasonably necessary to perform Orders. Customer will defend, indemnify, and hold harmless Flatout and its Manufacturing Partners from any claim, penalty, fine, delay, detention, seizure, or liability arising out of Customer’s breach of this Section, Customer’s inaccurate description or misclassification of Customer Materials or technical data, or Customer’s failure to obtain any required license, authorization, or approval.

24.    Miscellaneous.

24.1     These Terms constitute the entire agreement of the parties with respect to the subject matter of each Order, except as expressly stated in Section 1.

24.2     The parties agree that Orders and acceptances may be completed electronically or in writing, and that electronic records, click-through agreements, and electronic signatures are binding to the same extent as manually executed documents. These Terms apply regardless of the form of acceptance.

24.3     Flatout is an independent contractor and not an agent, partner, joint venturer, or fiduciary of Customer.

24.4     No waiver by Flatout is effective unless in writing, and no waiver is a continuing waiver.

24.5     Flatout acts solely as an independent contractor and intermediary and does not act as an agent for Customer or any Manufacturing Partner.

24.6     If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect, and the unenforceable provision will be enforced to the maximum extent permitted by law.

24.7     Customer may not assign any Order or these Terms without Flatout’s prior written consent. Flatout may assign these Terms or subcontract performance without Customer’s consent.

24.8     To the extent Customer accesses or uses Flatout’s website or portal, Customer’s use is also subject to Flatout’s Website Terms of Use; however, in the event of a conflict between those terms and these Terms, these Terms will control with respect to any Order or commercial transaction.

24.9     Notices to Flatout must be sent to its principal business address and jacob@flatoutmfg.com. Notices to Customer may be sent to the address or email associated with Customer’s account or most recent Order.

24.10 Sections that by their nature should survive will survive, including, without limitation, Sections 4, 5, and 12 through 18, and 20 through 24.