Legal

Vendor Terms

These Vendor Terms and Conditions (“Terms”) govern all services, goods, deliverables, consulting, manufacturing, logistics, laboratory services, development work, or other performance provided to Karmanterra LLC (“Company”) by any vendor, contractor, supplier, consultant, or service provider (“Vendor”). Commencement of work, acceptance of a purchase order, statement of work, payment, or engagement by Company constitutes Vendor’s acceptance of these Terms. Any terms proposed by Vendor are expressly rejected unless agreed to in writing by Company.Vendor shall perform strictly in accordance with the applicable Purchase Order, Statement of Work, technical specifications, timelines, and written instructions issued by Company. Time is of the essence. All goods and services shall conform strictly to agreed specifications and industry best practices. Vendor warrants that all deliverables shall be complete, accurate, free from defects, and fit for their intended purpose. Vendor shall provide adequate personnel, supervision, equipment, and resources necessary to ensure proper performance.All goods and services are subject to inspection and written acceptance by Company. No payment shall constitute acceptance unless expressly stated in writing by Company. Company may reject any goods or services that are incomplete, defective, non-conforming, delayed, or otherwise not in strict compliance with the applicable specifications or agreement. Vendor shall, at its sole cost and without delay, correct, re-perform, or replace any rejected goods or services. If Vendor fails to cure deficiencies within the period specified by Company, Company may withhold payment, offset damages, terminate the engagement, and procure substitute goods or services at Vendor’s expense.Payment obligations are expressly conditioned upon Vendor’s full and satisfactory performance and Company’s written acceptance of the applicable deliverables. Company may withhold payment for incomplete, disputed, defective, or non-conforming work. No milestone payment shall be due unless the corresponding milestone deliverable has been fully completed and accepted in writing by Company. Company reserves the right to set off or deduct any amounts owed by Vendor from any amounts otherwise payable.All work product, data, reports, analyses, designs, formulas, software, technical documentation, inventions, processes, improvements, and other materials created or developed in connection with Vendor’s performance shall be deemed work made for hire and shall be the sole and exclusive property of Company. To the extent any work product does not qualify as work made for hire, Vendor hereby irrevocably assigns to Company all right, title, and interest in such work product without additional compensation.Vendor shall maintain strict confidentiality of all Company information, including but not limited to technical data, proprietary processes, trade secrets, pricing, production methods, customer information, and commercial strategies. Vendor shall not disclose or use such information for any purpose other than performance of services for Company without prior written consent. This obligation shall survive termination of the engagement.Vendor shall comply with all applicable local, state, federal, and international laws and regulations, including environmental, labor, safety, export control, and regulatory requirements applicable to the goods or services provided. Vendor shall obtain and maintain all necessary licenses, permits, and approvals required for performance.Vendor shall indemnify, defend, and hold harmless Company and its affiliates from and against any claims, damages, losses, liabilities, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to Vendor’s negligence, willful misconduct, breach of these Terms, failure to comply with applicable law, or infringement of any intellectual property right.Company may terminate any Purchase Order or engagement at any time for convenience upon written notice. In such event, Company shall only be liable for payment of conforming goods or services properly performed and accepted through the effective date of termination. Company may terminate immediately for cause in the event of breach, non-performance, insolvency, or failure to meet agreed deadlines or specifications.Company shall not be liable for any consequential, incidental, special, indirect, or punitive damages. Vendor’s remedies are limited to payment for accepted and conforming goods or services.These Terms shall be governed by the laws of the State of Nevada without regard to conflict of law principles. Any dispute not resolved through good faith negotiation shall be resolved by binding arbitration in San Diego County, California under the rules of the American Arbitration Association. These Terms constitute the entire agreement governing Vendor performance unless otherwise expressly agreed in writing by Company.