PART I – TERMS AND CONDITIONS OF SALE
1. Formation of Contract
No quotation, order, or commitment shall be binding upon SOF by Buyer (“Buyer”) unless expressly accepted in writing by an authorized SOF representative. Any additional, conflicting, or supplemental terms proposed by the purchaser shall be deemed rejected unless specifically accepted in writing by SOF.
2. Pricing and Charges
All prices quoted apply solely to firearms, suppressors and accessories identified (“Products”) and exclude customs duties, tariffs, taxes, fees, freight, insurance, or governmental charges of any kind unless explicitly stated otherwise. Standard commercial packaging is included unless non-standard packaging is requested, in which case additional costs shall apply.
3. Contract Effectiveness
Unless otherwise agreed in writing, SOF shall have no obligation to commence performance until all applicable conditions have been satisfied, including but not limited to:
- Receipt of any required Products payment
- Establishment of any required letter of credit acceptable to SOF
4. Delivery and Risk of Loss
Domestic shipments shall be tendered via commercially reasonable carriers selected by SOF. International shipments shall be FCA (SOF facility) under the applicable Incoterms in effect at the time of shipment. Title and risk of loss transfer to Buyer upon delivery to the carrier.
5. Schedule and Excusable Delays
SOF shall use commercially reasonable efforts to meet agreed delivery schedules but shall not be liable for delays caused by events beyond its reasonable control, including but not limited to force majeure events, supply chain disruption, labor shortages, governmental actions, export license delays or denials, or armed conflict. SOF may equitably extend delivery timelines in such circumstances.
6. Payment Terms
Payment shall be made in immediately available U.S. funds by wire transfer, letter of credit, or other method approved by SOF. Unless otherwise stated, payment is due prior to shipment. Title shall not pass until payment has been received in full.
7. Warranty
SOF warrants that Products will conform to agreed specifications and be free from defects in material and workmanship under normal use at the time of delivery. Written notice of any defect must be received within twelve (12) months of delivery.
SOF’s sole obligation shall be, at its discretion, repair, replacement, or refund of the affected Product. This warranty excludes cosmetic damage, misuse, modification, unauthorized repair, abuse, accidents, or external causes. No extension of the warranty period shall occur for any reason.
8. Limitation of Liability
To the maximum extent permitted by law, SOF shall not be liable for indirect, incidental, special, or consequential damages of any kind, including loss of profits or operational downtime. SOF’s aggregate liability shall not exceed the amount paid for the Product giving rise to the claim.
9. Intellectual Property – Indemnity
SOF shall defend Buyer against third party claims alleging infringement of a valid U.S. patent by Products designed solely by SOF, provided Buyer promptly notifies SOF and allows SOF sole control of the defense. SOF may, at its option, procure usage rights, modify the Product, replace it, or issue a reasonable credit.
10. Inspection and Acceptance
Final inspection and acceptance shall occur at SOF’s facility in accordance with SOF quality standards unless otherwise agreed in writing.
11. Export Compliance
All Products are subject to U.S. export control laws and regulations, and Buyer acknowledges compliance with ITAR, EAR, AECA, and related regulations and certifies appropriate registration where required. Buyer represents that it is the final end user and shall not re-export or transfer Products without required governmental authorization. SOF bears no liability for denial or revocation of export licenses.
12. Confidential and Proprietary Information
Any technical, commercial, or proprietary information disclosed by SOF and designated as confidential shall be protected from unauthorized disclosure and used solely for contract performance.
13. Dispute Resolution
All disputes shall be resolved exclusively in the courts designated by SOF in the applicable purchase order or contract.
14. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State designated by SOF in the applicable contract documents, without regard to conflict of laws principles.
15. Entire Agreement
These Terms constitute the entire agreement and supersede all prior communications. Any modification must be in writing and signed by both parties. Invalid provisions shall not affect the remainder of the Agreement.
PART II – U.S. GOVERNMENT CONTRACT PROVISIONS
Where applicable, FAR and DFARS clauses are incorporated by reference. Buyer agrees to certification, inspection, audit, and disclosure obligations as required by U.S. Government contracts.