Terms of Sale
Terms & Conditions of Sale
Last Updated: November 1, 2026
These Terms of Sale (these “Terms”) govern the sale of goods and related services by Supplier to the entity identified in the applicable quotation or purchase order (“Buyer” or “Purchaser”). “Supplier” or “Seller” means Custom Power, LLC, Q-PAR Antennas USA, LLC d/b/a Q-PAR USA, or Solsta, LLC, as identified on the applicable quotation, order acknowledgment, or invoice, and only that entity.
Applicability and Priority. These Terms apply to every quotation, order acknowledgment, and invoice issued by Supplier that references or incorporates them, and to every order arising from any of them. These Terms supersede and replace any conflicting or additional terms in Buyer’s purchase order or other documents. If a separately executed written agreement between the parties governs the transaction, that agreement controls to the extent of any conflict. The version of these Terms in effect on the date of Supplier’s quotation, or, where Supplier issued no quotation, on the date of Supplier’s order acknowledgment, governs the resulting order. Supplier may revise these Terms from time to time, and a revision does not affect any order governed by an earlier version under this paragraph.
Where Supplier accepts an order on terms other than these Terms, Supplier’s order acknowledgment may incorporate by reference the provisions of these Terms that it identifies with respect to any Custom Goods or Configured Goods (as defined below) ordered by Buyer. The provisions so identified supplement Buyer’s purchase order and shall control over any conflicting term in it, except to the extent a separately executed written agreement provides otherwise.
1. Orders; Acceptance
Quotations: Supplier’s quotations are invitations to Buyer to submit a purchase order and are not offers. Each quotation is valid only for the period stated. Prices, lead times, and availability are subject to change prior to Supplier’s acceptance of Buyer’s purchase order.
Purchase Orders: Acceptance. Buyer shall submit purchase orders consistent with the quotation. Each purchase order is an offer by Buyer. Supplier accepts an order only by written order acknowledgment, or in certain circumstances, Supplier’s commencement of performance. Supplier’s acceptance of any purchase order is expressly conditioned on Buyer’s assent to these Terms, and Buyer’s acceptance of delivery of, or payment for, any goods constitutes that assent. Any additional or different terms in Buyer’s purchase order are rejected, and Supplier’s performance or shipment does not accept them.
Forecasts: Any forecasts provided by Buyer are non-binding, and shall be used for planning purposes only.
2. Pricing; Taxes; Import Costs; Payment
Prices: Prices are as stated in the applicable quotation or acknowledgment of purchase order.
Tariffs, Duties & Import Costs: All tariffs, duties, customs fees, and other import-related charges imposed on the importation of the finished goods supplied to Buyer (“Import Costs”) are excluded from quoted prices and payable by Buyer as incurred. Supplier may pass through Import Costs by separate line item on its invoice or by a price adjustment, in each case supported by reasonable documentation upon Buyer’s request. If, between the date of Supplier’s order acknowledgment and the date of shipment or delivery, any new or increased tariff, duty, customs fee, trade-remedy action, surcharge, or other governmental charge (including under Section 201 or 301 of the Trade Act of 1974 or Section 232 of the Trade Expansion Act of 1962 and any retaliatory or reciprocal action) is imposed on the goods, materials, or components used in the goods, Supplier may adjust the price by the amount of such increase, on prior written notice to Buyer.
Taxes: Prices exclude sales, use, value-added, excise, and similar taxes. Buyer is responsible for all such taxes, excluding taxes on Supplier’s net income or property.
Invoicing & Payment: Supplier will invoice per the quotation. Payment is due in U.S. dollars within thirty (30) days after the invoice date, unless different payment terms are stated in Supplier’s order acknowledgment, including terms in Buyer’s purchase order that Supplier expressly accepts there.
Invoice Disputes: Buyer must notify Supplier of any invoice dispute, with reasonable detail, within thirty (30) days after receipt; undisputed amounts remain payable when due.
Late Payments & No Setoff: Late amounts accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Buyer shall reimburse reasonable collection costs. Buyer shall not withhold or set off any undisputed amounts owed to Supplier on account of any claim or amount Buyer asserts is owed by Supplier; provided that this restriction does not apply to amounts Supplier has acknowledged in writing as owed to Buyer.
Credit Assurance: Supplier may, upon reasonable written notice to Buyer, modify payment terms, require advance payment, suspend performance, or require adequate assurance of payment if Supplier reasonably determines that Buyer’s financial condition, creditworthiness, or payment performance is unsatisfactory. Supplier shall promptly resume performance on the original terms upon Buyer’s provision of adequate assurance.
3. Non-Cancellable / Non-Returnable, Changes & Excess Inventory
“Custom Goods” means goods manufactured to Buyer-specific designs, drawings, or specifications.
“Configured Goods” means standard catalog products modified from Supplier’s standard configuration at Buyer’s request.
NCNR: Custom Goods, Configured Goods, and any other goods identified as non-cancellable/non-returnable (“NCNR”) in Supplier’s quotation or order acknowledgment become NCNR upon commencement of production, or upon Supplier incurring any production-related costs (including tooling or procurement of long-lead materials). NCNR goods may not be cancelled or returned except as Supplier may authorize in writing under Section 6; Buyer remains responsible for full payment of all NCNR goods. Buyer acknowledges that pricing for NCNR goods reflects this allocation of risk. Buyer may reschedule NCNR goods only with Supplier’s prior written approval under the Schedule Changes paragraph below, and in no event beyond ninety (90) days from the original scheduled delivery date, and any such rescheduled goods remain subject to payment in full on the original payment terms. If Buyer cancels (including for convenience), reduces, returns (other than a return Supplier authorizes under Section 6), or fails to pay for any NCNR good, Supplier’s damages shall be the full order price for all such NCNR goods ordered, notwithstanding any other damages limitation in these Terms, including Section 12. This provision does not limit Buyer’s right to pursue remedies for nonconforming goods under Sections 5 and 7, or to terminate an order for Supplier’s uncured material breach.
Schedule Changes: Any pull-in or push-out of previously scheduled delivery dates or other milestones related to Buyer’s purchase order requires Supplier’s prior written approval and may require corresponding price or cost adjustments.
Excess & Obsolete Inventory: If Buyer cancels, reduces, or materially modifies orders following Supplier’s acceptance, Buyer shall purchase finished goods at the order price, work-in-process, and materials procured by Supplier in support of Buyer’s order requirements at Supplier’s documented cost, plus reasonable storage, handling, and administrative charges, as applicable.
4. Shipment, Delivery, Title & Risk of Loss
Shipment, Delivery & Risk: Delivery terms (including the applicable Incoterm, the point of delivery, transfer of risk of loss, and responsibility for shipping, insurance, and importer-of-record costs) shall be those set forth in Supplier’s order acknowledgment or, if none are stated there, in Supplier’s quotation. Unless otherwise stated, Buyer bears shipping charges. If neither states delivery terms, delivery shall occur upon Supplier’s tender of goods to Buyer’s carrier at Supplier’s facility (FCA Supplier’s facility, Incoterms 2020), and risk of loss shall pass at that time. Title to delivered goods shall transfer in accordance with the Title; Security paragraph of this Section 4, separate from the transfer of risk of loss. Any delivery dates provided are estimates only. Supplier shall not be liable for any damages arising from delay in delivery, early delivery, partial delivery, or failure to deliver goods by a specific date, except to the extent such damages arise from Supplier’s gross negligence or willful misconduct. Supplier shall provide Buyer with prompt written notice of any anticipated delay and shall use commercially reasonable efforts to mitigate the delay.
Allocation: If goods, materials, components, or production capacity are in short supply for any reason, Supplier may, on reasonable notice to Buyer and in its reasonable discretion, allocate available goods among its customers fairly and equitably, without liability for any resulting shortfall. Supplier shall not allocate away any goods, materials, or components for which Buyer has prepaid.
Title & Security: Title to delivered goods transfers upon Supplier’s receipt of payment in full. Buyer grants Supplier a purchase-money security interest in the goods and their proceeds to secure payment of the purchase price and authorizes Supplier to file financing statements to perfect that interest. Until full payment is received by Supplier, Buyer shall keep the goods insured and otherwise protect Supplier’s interest.
5. Inspection; Acceptance; Nonconforming Goods
Inspection Period: Buyer must inspect delivered goods within ten (10) business days of receipt (the “Inspection Period”) unless otherwise stated.
Experimental & Evaluation Goods: Goods identified in writing as “prototype,” “sample,” “for evaluation,” “for approval,” or similar are provided solely for Buyer’s internal evaluation, are Supplier’s Confidential Information, and may not be represented as production units. Buyer shall return them on request. Supplier has no liability for Buyer’s evaluation or use of them and may use Buyer’s feedback on them without restriction.
Visible Damage or Shortage: Buyer must notify Supplier in writing of any visible damage, shortage, or shipping discrepancy within three (3) business days after delivery. Failure to provide timely notice constitutes acceptance of the goods with respect to such conditions.
Acceptance: Goods are deemed accepted unless Buyer provides written notice within the Inspection Period specifying all nonconformities with supporting evidence. Acceptance under this Section 5 does not waive Buyer’s right to assert a warranty claim under Section 7 for latent defects not reasonably discoverable on inspection, provided that Buyer provides written notice of such defect promptly upon discovery and within the applicable Warranty Period.
Remedies: Nonconforming goods are subject to the exclusive remedies in Section 7.
6. Returns
Returns for Buyer Error: Any request for return due to a Buyer error must be made within fifteen (15) days of delivery. NCNR goods are not eligible for return for Buyer error unless Supplier, in its sole discretion, authorizes the return in writing, and this Section 6 does not limit the return of nonconforming goods under Sections 5 and 7.
Return Authorization: All returns of goods, whether for nonconforming goods or Buyer error, require a return material authorization (“RMA”) issued by Supplier prior to shipment. Buyer shall comply with Supplier’s return instructions, and Supplier may reject any unauthorized return.
Restocking Fee & Freight: Authorized returns for Buyer’s error are subject to a restocking fee equal to (i) fifteen percent (15%) of the purchase price for standard catalog goods or (ii) twenty-five percent (25%) of the purchase price for Custom or Configured Goods or any goods modified at Buyer’s request. Buyer is responsible for all freight, insurance, and risk of loss for returned goods until received by Supplier.
7. FORCE MAJEURE: Custom Power shall not be liable for delay or failure to deliver or perform due to any cause beyond its reasonable control, or for Acts of God, acts of Buyer, acts of any governmental authority, strikes or other Buyer, acts of any governmental authority, strikes or other labor disturbances, delays in transportation, fuel or energy shortages, or inability to obtain necessary materials, components, services, or facilities from usual sources.
8. HELD ORDERS: Any orders held, delayed, or rescheduled at the request of the Buyer will be subject to the prices and conditions of sale in effect at the time of release of the holder or reschedule, plus any additional costs incurred due to the hold or reschedule. Any such order held, delayed, or rescheduled beyond a reasonable period of time will be treated as a Buyer termination.
9. SPECIAL DOMESTIC OR EXPORT PACKING: Prices include products having standard domestic packing only. Where special domestic packing or packing for overseas shipment is required, contact Custom Power.
10. DELAYS: Custom Power shall not be liable for any loss or damages resulting from any shipping delay, whether or not Custom Power agrees to a specific shipping date.
11. EXPERIMENTAL SALES: In the event the goods or any portion thereof furnished to Buyer are identified as “prototypes”, “samples”, “for approval”, “on consignment”, “for evaluation”, or in similar terms, Buyer agrees that such material or information is confidential and that it will be liable for any disclosure of such material or information other than to employees required for evaluation by Buyer.
12. MINIMUM FACTORY ORDER: Custom Power will not accept an order of less than $200.00 in value exclusive of transportation charges as indicated under “TITLE AND DELIVERY”. The minimum custom assembly will be $1,000.00 for each order.
13. BLUEPRINTS AND SPECIFICATION: All assembly orders are accepted with understanding that the parts or material furnished will be in accordance with blueprints and specification on hand in Custom Powers’ files or furnished to Custom Power. With the Buyer’s order, and which have been specifically agreed to and accepted by Custom Power in writing as applicable to such order.
14. NEW DESIGNS: On all new custom battery pack assemblies, Custom Power may charge a NRE (non-recurring engineering fee) that will be quoted with the price quote for the battery pack that the Buyer is requiring. Custom Power will submit drawing to the Buyer for sign off approval, that the battery pack assembly is correct. Custom Power will not proceed on the order unless the drawing is signed off by the Buyer. Custom Power will submit a 1st article for a new battery pack assembly for the Buyer’s written approval before production will proceed with assembling the balance of the order. The approved 1st article will be included as part of the total quantity of the order.
15. EQUIPMENT: Any equipment (including jigs, dies and tool) which Custom Power constructs or acquires for Buyer, notwithstanding any changes thereof, shall be and remain Custom Powers property and in Custom Powers possession and control, and any amounts paid in connection therewith by the Buyer, shall be considered a service charge. All such equipment Custom Power may make such use or disposition thereof as it desires without liability to Buyer. New or additional dies or changes necessary in existing equipment to conform with changes in design ordered by the Buyer are to be paid for by the Buyer. Dies or equipment service charges applicable cover only the useful life of such dies or equipment. Any materials owned or furnished by Buyer while in Custom Powers possession will be carefully handled and stored by Custom Power, but Custom Power shall have no responsibility for loss or damage thereto.
16. WARRANTIES AND REMEDIES:
(a) WARRANTIES: Custom Power warrants to Buyer that its products shall be free from defects in material and workmanship and shall conform to any written mutually agreed upon specification, for a period of twelve (12) months from the date of manufacture. Provided, however, that as a condition of these warranties the products shall have been stored, installed, operated, and maintained in accordance with recommendations and applied in accordance with standard industry practice. Products which are “engineering samples”, are sold “AS IS”, ‘WITH ALL FAULTS”, and with no warranty whatsoever.
(b) REMEDIES: Should Buyer believe that products sold hereunder fail to meet the above applicable warranty, Custom Power, at its sole option, will repair or replace such product(s) or issue Buyer a credit or a refund in the amount of the purchase price for such product(s) (“Exclusive Remedy”) provided that: (i) Custom Power is notified in writing by Buyer within 30 days after discovery of such failure, Buyer is to obtain a Return Material Authorization Form (“RMA”) from Custom Power to return 1 part for test and examination to establish the reason for the battery failure. At which time Custom Power will determine whether the balance of the batteries may be returned using a RMA, or not: (ii) Buyer obtains a RMA from Custom Power prior to returning any defective products: (iii) the defective products are returned to the location specified by Custom Power: (iv) the defective products are received by Custom Power no later than four (4) weeks following the last day of the warranty period; and (v) Custom Power shall determine, in its sole and absolute discretion, upon examination of such products that such failures have not been caused by improper installation, application, repair, alteration, accident or negligence.
(c) The Exclusive Remedy is the Buyers exclusive remedies for claims based on defects in or failure of any products whether a claim is based in contract, tort (including negligence and strict liability), warranty or otherwise and however instituted. Upon the expiration of the applicable warranty for any products, all such liability shall terminate. EXCEPT AS EXPRESSLY SET FORTH ABOVE, CUSTOM POWER PRODUCTS ARE PROVIDED “AS IS” AND “AS WHERE.” CUSTOM POWER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ORALLY OR IN WRITING, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSES, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, TITLE, USAGE OR TRADE PRACTICE. The parties acknowledge that the price of Custom Powers products would be much greater if Custom Power undertook more extensive liability.
(d) The above warranties shall apply only to Buyer and shall not apply to Buyer’s customers or any other third parties.
17. GENERAL LIMITATIONS OF LIABILITY: Notwithstanding any other provision of these Terms and Conditions, in no event shall Custom Power be liable under any claim, demand or action (whether in contract, tort, or otherwise) arising out of or relating to Custom Powers products or services for any special, indirect, incidental, exemplary, or consequential damages, including, but not limited to, loss of anticipated profits, loss of use, or loss from business disruption, regardless of whether or not Custom Power, its employees or agents have been advised of the possibility or likelihood of such damages. Custom Powers total liability for damages arising out of or in connection with Buyer’s purchase of Custom Powers products, whether in contract, tort, or otherwise, shall in no event exceed the purchase price paid as to the specific order to which the claim relates. The parties acknowledge that Custom Power would not sell its products to Buyer without this limitation of liability.
18. INDEMNITIES:
(a) Buyer shall defend and indemnify Custom Power from all liabilities and costs resulting from any suit or proceeding based upon a claim that products infringe upon the right of a third party to the extent such claim arises from Custom Powers compliance with Buyer’s designs, specifications, or instructions.
(b) Products purchased from Custom Power are not to be used in critical safety systems (including without limitation life support equipment and devices used for implementation into the body), any such activity or process involving nuclear fission or fusion, or in any other manner not considered a standard and ordinary commercial use. Buyer agrees not to use or sell or transfer the product to others for such purposes, without prior written authorization from Custom Power which Custom Power may withhold in its sole and absolute discretion. If any such use occurs, Custom Power disclaims all liability and will in no event have any liability to Buyer or any third party for personal injury, death or property or other economic damage suffered. Buyer agrees to defend and indemnify Custom Power against any and all attorney’s fees, costs, damage or expense arising out of or related to such liability. As used herein, “liability” means liability of any kind at any time whether in contract, tort (including negligence and strict liability), warranty or otherwise.
19. PATENTS: Custom Power shall have no liability to Buyer if any patent infringement or claim is based upon (i) a modification of the products not approved by Custom Power or (ii) the interconnection or use of the products in combination with other products or devices not made by Custom Power, or (iii) the use of products in other than an application recommended by Custom Power. The above states Custom Powers sole liability for infringement of patents by its products.
20. U.S. GOVERNMENT CONTRACTS: If the products are to be used in the performance of a U.S. Government contract or subcontract, no Government requirements or regulations shall be binding upon Custom Power unless specifically agreed to in writing.
21. CANCELLATION CHARGES:
(a) All requests for cancellation of orders, changing a delivery schedule, or placing an order on hold must be made to Custom Power in writing with the most advanced notice possible, so as to minimize cancellation charges. When a cancellation request is received by Custom Power, then Custom Power will evaluate the cancellation charges that the Buyer shall pay, based on whether the products is standard, non-standard, or a custom battery assembly and how far along the product is through production.
(b) Once Custom Power gives the Buyer the cancellation fee, the Buyer shall send Custom Power written documentation of the cancellation, reflecting the cancellation charges that the Buyer shall pay within 15 days. Custom Power will acknowledge the cancellation in writing to the Buyer. Custom battery assemblies or non-standard products canceled less than 30 days from scheduled shipping day will incur 100% cancellation charges. Buyer agrees to pay all cancellation charges that are included in the cancellation of the order.
22. RETURNS: Returns from incorrect ordered products by the Buyer will have a 25% re-stocking fee and Buyer pays for the freight to return products to Custom Power.
23. EXPORT CONTROL: The parties shall comply with all applicable U.S. export control laws and regulations, including but not limited to the International Traffic in Arms Regulations (ITAR), 22 CFR Parts 120 through 130, the Export Administration Regulations (EAR), 15 CFR Parts 730 through 799, and/or other restrictions imposed by the Treasury Department’s Office of Foreign Asset Controls (OFAC), in the performance of this sale, as well as in the export, resale, and any other dispositions of Custom Power products. The parties further agree that the Buyer will not provide Custom Power with any products, software, technology, or related data or information, which are export controlled pursuant to the export control laws of the United States, including the EAR and the ITAR and any other applicable regulations (“Controlled Materials”) unless Buyer obtains Custom Power’s prior written consent to obtaining such Controlled Materials. Buyer’s request for such consent should be in writing and provide Custom Power with a list of Export Control Classification Numbers (ECCNs) or United States Munitions List (USML) classifications for the Controlled Materials. By providing such a list Buyer certifies that it has (i) conducted proper classification analysis under the EAR and ITAR; or (ii) obtained Official Commodity Classifications (CCATS) from the Bureau of Industry and Security (BIS) or Jurisdiction Classification Rulings from Directorate of Defense Trade Controls (DDTC). Custom Power shall have the right to decline or limit (a) the receipt of Controlled Materials, and (b) any task requiring such receipt. In the event the Buyer sends any Controlled Materials without written approval from Custom Power, Custom Power has the right to immediately terminate this sale agreement. All products manufactured by Custom Power will be classified under ECCN EAR99 unless otherwise specified. No claim or action arising out of Buyer’s order or other document pertaining to the goods, whether in contract, tort or otherwise, may be brought by Buyer more than twelve (12) months after the date of shipment of the goods.
24. MISCELLANEOUS:
(a) If an order is placed in the hands of an attorney for collection or if suit is brought to collect any of the account balance or interest thereon, the Buyer agrees to pay attorney fees and legal costs incurred.
(b) The invalidity, in whole or in part, of any provision herein shall not affect validity of any other provision herein.
(c) Any representation, warranty, course of dealing or trade usage not contained or referenced herein shall not be binding on Custom Power.
(d) No modification, amendment, rescission, waiver or other change in these Terms and Conditions shall be binding on Custom Power unless assented to in writing by its authorized representative.
(e) The rights and obligations of the parties under these Terms and Conditions shall be governed by the substantive laws of the State of California without reference to its conflict of law provisions. The parties hereby irrevocably agree that venue as to any dispute and personal jurisdiction of the parties to such dispute shall be solely and exclusively in the State of California, Courts of the County of Orange, or if applicable, in the Federal District Court for the Central District of California, located in Orange County, California.