Terms & Conditions

1. Applicability.

These Terms govern the purchase of goods and services (“Goods” and “Services”) by V3Gate, LLC (“Buyer”) from the seller (“Seller”) named in the accompanying purchase order (“Purchase Order”). They apply to all transactions unless specifically modified in writing by Buyer within an individual Purchase Order. If a separate written contract signed by both parties exists for the sale of Goods or Services, its terms will take precedence over these Terms where conflicts arise. Together, the Purchase Order and these Terms form the entire agreement (“Agreement”) between Buyer and Seller, superseding all prior communications and agreements. These Terms override any of Seller’s standard terms, regardless of when they are presented. Seller’s fulfillment or performance under a Purchase Order constitutes acceptance of these Terms.
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2. Governing Law.  

(a) This Agreement, including any Statements of Work and the sale of Goods or Services, is governed by the laws of the State of Delaware, excluding its conflict of laws principles. The parties agree Delaware law is reasonable and enforceable, regardless of their location. All disputes shall be resolved exclusively in the state or federal courts of New Castle County, Delaware. Seller irrevocably submits to these courts’ jurisdiction, waives objections to venue, and consents to personal jurisdiction. No claim may be brought more than one (1) year after it arises. Buyer’s rights under these Terms are cumulative and do not limit any other legal or equitable remedies.

(b) For Sellers located or operating outside the U.S., or for projects outside the U.S., Seller waives personal service of legal documents and the application of the Hague Convention. Seller consents to service via (1) email with delivery confirmation and (2) first-class or international mail to the addresses in the Notice section. Proof of delivery or mailing constitutes valid service. The parties waive any defense based on improper service if it complies with this section. This waiver is made knowingly to reduce costs and ensure enforceability.
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3. Delivery and Performance.

(a) Timely Delivery

Time is of the essence. Seller must deliver Goods in the quantities and by the date(s) specified in the Purchase Order, the prime contract, or as otherwise agreed in writing (“Delivery Date”). If no date is specified, delivery must occur within 30 days of receiving the Purchase Order. Failure to deliver on time may result in immediate termination by Buyer and Seller shall indemnify Buyer for any direct losses or costs. Buyer may return Goods delivered early, subject to Seller’s return policy.

(b) Shipping and Packaging

Goods must be delivered to the address listed in the Purchase Order (“Delivery Point”). Packaging must follow Buyer’s instructions or, if none are provided, ensure safe and tamper-free delivery. If packaging materials must be returned, Seller must notify Buyer in advance. Returns are at Seller’s risk and expense.

Services must be performed as described in the Purchase Order and in accordance with the schedule and terms outlined therein. Seller must also comply with the requirements in Buyer’s proposal to the End Customer and the Prime Contract, including the Government’s Statement of Work (SOW) and Request for Quotation (RFQ), which are incorporated by reference.

4. Performance Within Authorized Periods.

Seller shall perform all obligations strictly within the Period of Performance (PoP) authorized in the Prime Contract. If no PoP is stated in Buyer’s purchase order, the Prime Contract’s PoP shall apply. Seller may not begin work, incur costs, or deliver goods or services outside the authorized dates without Buyer’s written approval.

Any work performed or costs incurred by Seller outside the authorized PoP shall be at Seller’s sole risk and expense.  Buyer shall have no obligation to reimburse or otherwise compensate Seller for any such unauthorized performance, and Seller shall indemnify and hold Buyer harmless from any claims, liabilities, losses, or damages arising from or relating to such performance. 

In cases where the Prime Contract’s PoP has expired, been superseded, or is no longer applicable, the PoP stated in the applicable purchase order shall govern.

Seller shall ensure that all subcontractors and suppliers are contractually bound to comply with the authorized PoP and shall flow down this requirement in all subcontracts, purchase orders, and related agreements.

5. Pricing.

The price of the Goods and Services is the price stated in the Purchase Order (the “Price”). Unless otherwise specified in the Purchase Order, the Price includes all packaging, transportation costs to the Delivery Point, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes. No increase in the Price is effective, whether due to increased material, labor or transportation costs or otherwise, without the prior written consent of Buyer. 

6. Invoicing and Payment.

Seller shall submit invoices consistent with the pricing and terms in the Purchase Order, including any required details from the End Customer’s Statement of Work (SOW) or Request for Quotation (RFQ), which are incorporated by reference as applicable.

Unless otherwise stated in the Purchase Order, Buyer will pay valid invoices for accepted work within thirty (30) calendar days of receiving payment from the End Customer. Buyer is not obligated to pay for charges related to Discrepant Equipment Actions (DEA), Return Material Authorizations (RMA), or work performed outside the authorized Period of Performance, unless agreed in writing.

7. Inspection and Rejection of Nonconforming Goods.

Buyer and the End Customer may inspect Goods on or after the Delivery Date. At its sole discretion, Buyer may inspect all or part of the Goods and reject any portion deemed nonconforming or defective. Upon written notice of rejection, Buyer may:

(a) cancel the Agreement;

(b) accept the Goods at a reduced price; or

If replacement is required, Seller must, at its expense and within seven (7) days, replace the defective Goods and cover all related costs, including return and delivery charges. If Seller fails to deliver replacements on time, Buyer may procure substitutes from a third party, charge Seller the cost, and terminate the Agreement for cause.

Buyer’s inspection rights do not limit Seller’s obligations under the Agreement, and Buyer may conduct follow-up inspections after remedial actions.

8. Supply Chain Security and FASCA Compliance.

Seller shall comply with all applicable federal supply chain security laws and regulations, including but not limited to the Federal Acquisition Supply Chain Security Act (FASCA) and implementing clauses such as FAR 52.204-30. Seller shall not, and shall ensure its subcontractors do not, provide any products, services, or components that are prohibited or restricted under these laws.

Seller shall take reasonable measures to prevent the introduction of maliciously tainted or counterfeit products into the supply chain. This includes implementing appropriate sourcing, inspection, and verification procedures to ensure the authenticity and integrity of all goods and services delivered under this Agreement.

Seller must incorporate these requirements into all subcontracts and supplier agreements at any tier involving the delivery of goods or services. Seller shall maintain documentation demonstrating compliance and provide it to Buyer upon request.

Seller shall promptly notify Buyer in writing of any actual or potential supply chain risk that may impact Buyer’s ability to fulfill its obligations under the Prime Contract. Notifications must include relevant details regarding the nature, scope, and expected impact of the risk on the delivery of goods or services.

Buyer shall have no liability for any costs, claims, or damages arising from Seller’s or its subcontractors’ noncompliance or failure to notify Buyer of such risks. Seller shall indemnify and hold Buyer harmless from any such issues.

9. Shipping Terms.

Delivery shall be made FOB Delivery Point. The Purchase Order number must appear on all shipping documents, shipping labels, invoices, correspondence, and any other documents pertaining to the Purchase Order. 

10. Title and Risk of Loss.

Seller shall bear all risk of loss to all Goods ordered under the Purchase Order and this Agreement until delivery of the Goods to the Delivery Point. Title and risk of loss or damage for all Goods shall pass to Buyer immediately upon delivery of the Goods to the Delivery Point and shall remain with Buyer until the End Customer takes possession of the Goods, at which point title and risk of loss shall transfer to the End Customer. 

11. Terms of the Prime Contract.

This Agreement incorporates, to the fullest extent possible, all Federal Acquisition Regulation and other clauses required by their terms, the Prime Contract, or applicable law to be included in this Agreement. 

12. Communications with the End Customer.

Throughout the term of this Agreement, all contractual communications with the End Customer shall be exclusively conducted by Buyer. Seller shall neither contact nor communicate directly with End Customer personnel concerning the terms of this Agreement or the Prime Contract, any work being performed by Seller under this Agreement, any work being performed by Buyer under the Prime Contract, or matters pertaining to project management, without the prior written consent of Buyer. 

13. Indemnification.

Seller shall indemnify, defend, and hold Buyer and its officers, directors, employees, agents, owners, and affiliates (“Buyer Indemnified Persons”) harmless from and against, and shall pay to Buyer Indemnified Persons the amount of, or advance payment for, or reimburse Buyer Indemnified Persons for, any and all direct or third-party claims, actions, suits, proceedings, investigations, damages, costs, expenses, losses, obligations, and liabilities (including costs of investigation and defense and reasonable attorneys’ fees, costs, and expert witness expenses) arising out of, in connection with, or relating to: (i) Seller’s negligence, gross negligence, willful, wanton or reckless conduct, bad faith acts or actions or fraud; (ii) Seller’s breach of any representation, warranty, covenant, agreement, obligation, term, or condition in this Agreement; (iii) Seller’s violation of any law or the Federal Acquisition Regulations or any other regulations applicable to the performance of this Agreement; (iv) Seller’s submission of false claims or any allegation of defective pricing or performance; (v) any personal injury, death, or property loss or damage attributed to, or caused by, Seller or any of its employees or agents; (vi) all claims, actions, suits, or proceedings brought by any employees of Seller or any of its subcontractors, including, but not limited to, those relating to workers’ compensation, wage payment, or any and all other employment-related claims; and (vii) actual or alleged infringement or violation of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights or proprietary interest of any third party resulting from Seller’s receipt or use of any product or service delivered hereunder. 

14. Compliance with Laws.

Seller shall comply with all applicable laws, regulations, and ordinances governing the Purchase Order and the Prime Contract. Seller shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.  

15. Termination.

(a) In addition to any other remedies, Buyer may immediately terminate this Agreement by written notice if Seller:

Fails to make a required payment;

Breaches any term of this Agreement; or

Becomes insolvent or subject to bankruptcy, receivership, or similar proceedings.

(b) If the End Customer terminates the Prime Contract for convenience, this Agreement will terminate to the same extent. Buyer will request Seller to submit a termination settlement proposal per the Prime Contract terms, within sixty (60) days of termination or earlier if required. Buyer may review and approve Seller’s proposal before including it in its own submission to the End Customer. Buyer is not obligated to pay Seller unless and until it receives payment from the End Customer for Seller’s portion.

(c) Seller must incorporate these termination provisions into its agreements with subcontractors and suppliers. Buyer is not liable for any costs or damages resulting from Seller’s failure to do so.

16. Waiver.

No waiver by Buyer of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Buyer. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 

17. Confidential Information.

All non-public, confidential, or proprietary information disclosed by Buyer to Seller—whether oral, written, electronic, or otherwise—related to Buyer’s business, including specifications, designs, data, pricing, customer lists, and operations, is confidential and may only be used to fulfill this Agreement. Such information may not be disclosed or copied without Buyer’s prior written consent.

Upon request, Seller must promptly return all materials received from Buyer. Buyer is entitled to injunctive relief for any breach of this section.

This obligation does not apply to information that:

(a) is publicly available;

(b) was known to Seller at the time of disclosure; or

18. Force Majeure.

Buyer shall not be liable or responsible to Seller, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond Buyer’s reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, other potential disasters or catastrophes, such as epidemics or pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (i) government shut-downs or lapses in government funding that may affect performance of this Agreement; and (j) other similar events beyond the reasonable control of the Buyer. 

19. Assignment.

Seller shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Seller of any of its obligations under this Agreement. 

20. Relationship of the Parties.

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 

21. Non-Solicitation.

During the term of this Agreement and for twenty-four (24) months thereafter, Seller shall not directly or indirectly solicit, employ, or offer employment to any Buyer employee who supported the Prime Contract. This restriction does not apply to employees who respond to:

general recruitment efforts (e.g., public job postings, job fairs), or

widely distributed job announcements.

If Seller breaches this provision, it shall pay Buyer—within thirty (30) days of demand—the greater of:

(a) Buyer’s actual costs to recruit, hire, and train a replacement, or

(b) 100% of the employee’s annual compensation, as liquidated damages.

The parties agree these damages are reasonable and enforceable, not a penalty, given the difficulty of calculating actual harm and the costs associated with recruitment, onboarding, and protection of confidential information. Seller knowingly and voluntarily waives any challenge to the enforceability of this provision.

22. No Third-Party Beneficiaries.

This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms. 

23. Changes.

Seller may not unilaterally change the terms of a Purchase Order that Buyer has accepted. Buyer shall not be obligated to pay Seller for any changed or out-of-scope work unless the change is agreed upon in writing and the End Customer pays Buyer for the changed or out-of-scope work. Buyer reserves the right in its sole discretion to sponsor a claim or request for equitable adjustment (“REA”) from Seller, and Seller agrees to be bound by the End Customer’s resolution of such claim or REA if Buyer agrees to submit it to the End Customer. 

24. Severability.

If any term or provision of this Agreement is deemed by a court of competent jurisdiction to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be severed from this Agreement and such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. 

25. No Signatures Required.

Seller’s signature on the Purchase Order executed herewith applies equally to these Terms as if the signature appeared hereon. 

26. Notices.

Except as otherwise provided herein, any notice by Buyer to Seller, including any notices required or permitted hereunder, shall be sufficient if in writing and personally delivered by hand or courier service, or sent by email and with confirmation of Buyer’s receipt, by overnight mail using commercial carrier, or by certified or registered mail with return receipt requested, postage prepaid, addressed to Buyer’s address as listed on the Purchase Order.  