GENERAL TERMS AND CONDITIONS FOR THE SALE OF SERVICES

Effective Date: January 3, 2026 | Version 2026.3

​

NOTICE: The sale of any Services by GMA Labs LLC (“GMA Labs”) is expressly conditioned on Buyer’s assent to these Terms and Conditions. Any acceptance of GMA Labs’ offer is expressly limited to acceptance of these Terms and Conditions. No Buyer form, and no course of performance, course of dealing, or usage of trade, shall modify or operate as a waiver of these Terms and Conditions. Any order to purchase or receive Services constitutes Buyer’s assent to these Terms and Conditions. Unless otherwise specified in the quotation, GMA Labs’ quotation shall expire thirty (30) days from its date and may be modified or withdrawn by GMA Labs at any time before GMA Labs’ receipt of Buyer’s conforming acceptance.

 

1. Definitions

In these Terms and Conditions, the following capitalized terms have the meanings set forth below:

“Buyer” means the entity to which GMA Labs is providing Services under the Contract.

“Contract” means either the contract agreement signed by both parties, or the purchase order signed by Buyer and accepted by GMA Labs in writing, for the sale of Services, together with these Terms and Conditions, GMA Labs’ final quotation, the agreed scope(s) of work, and GMA Labs’ order acknowledgment. In the event of any conflict, these Terms and Conditions shall take precedence over the other documents comprising the Contract, unless GMA Labs’ final quotation expressly provides otherwise.

“Contract Price” means the agreed price stated in the Contract for the Services, including any adjustments made in accordance with the Contract.

“Deliverables” means the reports, test data, certificates, approvals, filings, analyses, and other work product that GMA Labs delivers to Buyer in the course of performing the Services.

“GMA Labs Materials” means GMA Labs’ pre-existing and independently developed methodologies, know-how, processes, templates, tools, software, designs, and documentation used to perform the Services.

“Regulatory Authority” means any governmental, quasi-governmental, or accredited body responsible for granting type approvals, homologations, certifications, or other regulatory authorizations.

“Samples” means the products, devices, equipment, components, or other tangible items provided by or on behalf of Buyer for testing, evaluation, certification, or submission to a Regulatory Authority.

“Services” means the services GMA Labs has agreed to perform for Buyer under the Contract, which may include regulatory consulting, international type approval and homologation support, testing coordination, and related market-access services.

“Terms and Conditions” means these General Terms and Conditions for the Sale of Services, together with any modifications or additional provisions specifically stated in GMA Labs’ final quotation or specifically agreed by GMA Labs in writing.

 

2. Quotations and Scope of Services

GMA Labs will perform the Services with reasonable skill and care and in accordance with the scope of work agreed in the Contract. Any services, testing, market, or deliverable not expressly included in the agreed scope of work are outside the scope of the Contract and require a written change order, which may be subject to additional fees and revised timelines. Estimated timelines are good-faith estimates only and are not guarantees of completion or approval dates.

 

3. Buyer’s Obligations and Warranties

Buyer shall: (a) provide accurate, complete, and timely information, specifications, documentation, and Samples; (b) ensure that it has the right to provide the Samples and all related materials and that they do not infringe or misappropriate any third-party right; (c) obtain and maintain any licenses, consents, or authorizations required for Buyer’s products; (d) cooperate with GMA Labs and respond promptly to GMA Labs’ reasonable requests; and (e) comply with all laws applicable to Buyer and its products. Buyer acknowledges that GMA Labs relies on the information and Samples provided by Buyer, and GMA Labs shall not be responsible for any delay, error, rejection, revocation, or additional cost arising from inaccurate, incomplete, or late information or from non-conforming Samples.

 

4. Shipping, Customs, and Samples

(a)   Shipping and risk. Unless otherwise specified in the Contract, all shipments of Samples and other goods are made Delivered at Place (DAP) at the named destination under Incoterms® 2020, and risk of loss or damage passes to Buyer as provided under that rule. The cost of shipping and freight is due separately and is billed at cost upon the charge from the shipping carrier, plus any handling fee stated in the quotation.

(b)   Customs, duties, and taxes. Customs duties, import or export taxes, value-added tax (VAT/GST), brokerage, storage, demurrage, and similar charges arising from the importation or exportation of Samples are the responsibility of Buyer and will be charged to Buyer separately. The parties will reasonably cooperate to determine the importer and exporter of record for each shipment; absent agreement, Buyer is the exporter of record from origin and the importer of record at destination or shall reimburse GMA Labs for such charges where GMA Labs acts in that capacity at Buyer’s request.

(c)   Temporary import and carnets. Where Samples are imported on a temporary basis (for example, under an ATA Carnet or a temporary-import bond), Buyer is responsible for compliance with the applicable conditions and for any duties, taxes, or penalties resulting from a failure to re-export the Samples within the required period.

(d)   Sample handling, testing, and return. Buyer acknowledges that certain tests are destructive or may otherwise alter or damage Samples, and GMA Labs shall not be liable for any alteration or damage inherent in the testing performed. Unless the Contract provides for return, GMA Labs may, after completion of the Services, return Samples at Buyer’s cost and risk or, upon notice, dispose of unclaimed Samples. GMA Labs is not responsible for loss, damage, seizure, or delay of Samples while in the custody of carriers, customs authorities, Regulatory Authorities, or independent testing laboratories.

 

5. Cancellation

Buyer may cancel an accepted order only with the prior written consent of GMA Labs, which GMA Labs may withhold in its sole discretion. Cancellation of type approval Services is subject to a cancellation charge equal to fifty percent (50%) of the Contract Price for the cancelled Services, plus any fees, costs, or third-party charges already incurred or committed by GMA Labs. Cancellation charges for testing Services will be evaluated and calculated on a case-by-case basis, based on the work performed and the commitments made as of the date of cancellation.

 

6. Payment Terms

(a)   Currency. All amounts are stated and payable in U.S. Dollars unless the Contract expressly provides otherwise.

(b)   Prepayment (default). Except where Buyer has been approved for credit terms under Section 6(c), all Services are provided on a prepaid basis. GMA Labs has no obligation to commence or continue the Services, to procure testing, or to submit any application to a Regulatory Authority until the applicable Contract Price (or the portion specified in the quotation) has been received in full. GMA Labs may require a deposit or payment in full in advance as set out in the quotation.

(c)   Credit terms (by application and approval). Credit terms are available only to Buyers that have applied for and been approved for credit by GMA Labs. To be considered, Buyer must complete and submit GMA Labs’ separate credit application, and GMA Labs may require trade and bank references, financial statements, and other supporting information. Whether credit is granted, the amount of any credit limit, and the applicable payment terms (for example, net thirty (30) days following the date of invoice) are determined by GMA Labs in its sole discretion based on Buyer’s creditworthiness and credit history and will be confirmed in writing. GMA Labs may modify, reduce, suspend, or revoke approved credit terms at any time upon written notice, including by requiring prepayment for any further Services.

(d)   Late payments. Where credit terms apply, Buyer shall pay a late charge on all overdue amounts at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted by applicable law, whichever is less, accruing daily from the due date until paid in full. Buyer shall reimburse GMA Labs for all costs incurred in collecting overdue amounts, including, without limitation, reasonable attorneys’ fees and court or arbitration costs. In addition to all other remedies available under these Terms and Conditions or at law (which GMA Labs does not waive by exercising any right hereunder), GMA Labs may suspend the delivery of any Service if Buyer fails to pay any amount when due and such failure continues for thirty (30) days following written notice thereof.

(e)   No set-off. Buyers shall not withhold payment of any amount due and payable by reason of any set-off of any claim or dispute with GMA Labs, whether relating to GMA Labs’ alleged breach, insolvency, or otherwise.

(f)   Disputed invoices. If Buyer disputes any invoice or portion thereof, it shall notify GMA Labs in writing within thirty (30) days of receipt of the invoice, stating the reason for the dispute, and shall pay all undisputed amounts when due. All charges not timely disputed in writing within that period shall be deemed undisputed and shall be due and payable as set forth above.

 

7. Taxes

The Contract Price is exclusive of all taxes, duties, levies, and similar charges. Buyer is responsible for all such charges arising from the Services, the Contract, or the import or export of Samples, other than taxes imposed on GMA Labs’ net income. If applicable law requires Buyer to withhold or deduct any amount from a payment to GMA Labs, Buyer shall gross up the payment so that GMA Labs receives the full amount it would have received had no withholding or deduction been required, and Buyer shall provide GMA Labs with official receipts evidencing any amounts withheld.

 

8. Compliance with Laws; Export Controls and Anti-Corruption

(a)   General. Each party shall comply with all laws and regulations applicable to its performance under the Contract.

(b)   Export controls and sanctions. Buyer shall comply with all applicable export control and economic sanctions laws, including those administered by the U.S. Department of Commerce (Export Administration Regulations), the U.S. Department of State, and the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), as well as those of any other applicable jurisdiction. Buyers represent and warrant that neither it, its end users, nor its products are subject to any restriction under such laws, and that the Services and Samples will not be used in connection with any restricted party, embargoed country, or prohibited end use. GMA Labs may, without liability, decline, suspend, or terminate any Service that it reasonably believes would violate, or cause it to violate, such laws.

(c)   Anti-corruption. Each party shall comply with all applicable anti-corruption and anti-bribery laws, including the U.S. Foreign Corrupt Practices Act (FCPA) and, where applicable, the UK Bribery Act 2010. Neither party shall offer, promise, pay, authorize, or accept any improper payment or anything of value to or from any government official or other person in order to obtain or retain business or secure any improper advantage. Buyer acknowledges that GMA Labs will not make any such payment in connection with the Services, including in any dealings with a Regulatory Authority.

 

9. Warranties; No Guarantee of Regulatory Outcome; Disclaimer

(a)   Service warranty. GMA Labs warrants that it will perform the Services in a professional and workmanlike manner with reasonable skill and care.

(b)   No guarantee of outcome. Buyer acknowledges that the grant, timing, scope, and continued validity of any type approval, homologation, certification, or other authorization are within the sole discretion of the applicable Regulatory Authority and depend on factors outside GMA Labs’ control, including government processing times, changes in applicable law or requirements, and the independent conduct of testing laboratories. GMA Labs does not warrant or guarantee that any application will be approved, that any approval will be granted within any particular timeframe, or that any approval, once granted, will not later be modified, suspended, or revoked.

(c)   EXCEPT AS EXPRESSLY STATED IN THIS SECTION, GMA LABS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

 

10. Limitation of Liability

(a)   IN NO EVENT SHALL GMA LABS BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT GMA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b)   IN NO EVENT SHALL GMA LABS’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO GMA LABS FOR THE SERVICES PERFORMED UNDER THE CONTRACT GIVING RISE TO THE LIABILITY.

 

11. Indemnification

Subject to Section 10, each of Buyer and GMA Labs (as an “Indemnifying Party”) shall indemnify the other party (as an “Indemnified Party”) from and against claims brought by a third party on account of personal injury or damage to the third party’s tangible property, to the extent caused by the negligence of the Indemnifying Party in connection with the Contract. Where the injury or damage is caused by the joint or concurrent negligence of Buyer and GMA Labs, the loss or expense shall be borne by each party in proportion to its degree of negligence. In addition, Buyer shall indemnify and hold harmless GMA Labs from and against any third-party claim arising out of (i) the Samples or Buyer’s products; (ii) any allegation that the Samples, Buyer’s products, or materials provided by Buyer infringe or misappropriate any intellectual property or other right; or (iii) Buyer’s breach of Section 8 (Compliance with Laws). The Samples and Buyer’s products are not considered the property of GMA Labs for purposes of GMA Labs’ indemnity obligation.

 

12. Adequate Assurance

GMA Labs reserves the right, by written notice, to cancel any order or to require full or partial payment or adequate assurance of performance from Buyer, without liability to GMA Labs, in the event of: (i) Buyer’s insolvency; (ii) Buyer’s filing of a voluntary petition in bankruptcy; (iii) the appointment of a receiver or trustee for Buyer; or (iv) the execution by Buyer of an assignment for the benefit of creditors. GMA Labs reserves the right to suspend its performance until payment or adequate assurance of performance is received, and also reserves the right to cancel Buyer’s credit at any time for any reason.

 

13. Insurance

Each party shall maintain, with reputable insurers, insurance appropriate to its obligations under the Contract. Without limiting the foregoing, GMA Labs shall maintain commercial general liability insurance and professional liability (errors and omissions) insurance in commercially reasonable amounts. Upon written request, a party shall provide the other party with a certificate of insurance evidencing such coverage.

 

14. Intellectual Property

(a)   GMA Labs Materials. GMA Labs retains all rights, title, and interest in and to the GMA Labs Materials and in the offers, designs, images, drawings, models, software, templates, and other materials it develops or issues, except as expressly licensed under this Section. Nothing in the Contract transfers ownership of the GMA Labs Materials to Buyer.

(b)   Deliverables and license. Conditioned on full payment of the Contract Price, GMA Labs grants Buyer a non-exclusive, worldwide license to use the Deliverables for Buyer’s internal business and regulatory purposes, including obtaining and maintaining market access for Buyer’s products. Buyer retains ownership of the Samples and of the materials and information that Buyer provides to GMA Labs.

(c)   Third-party rights. GMA Labs is unable to, and does not, guarantee that goods, models, drawings, or other materials received from Buyer or from third parties via Buyer are free from infringement of any third-party patent, copyright, trademark, or other rights. Buyer is responsible for ensuring that Samples and Buyer’s products do not infringe or misappropriate any such right.

 

15. Confidential Information

Each party (as the “Receiving Party”) may receive non-public, confidential, or proprietary information of the other party (as the “Disclosing Party”), including, but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, disclosed in oral, written, electronic, or other form, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). The Receiving Party shall use the Confidential Information solely to perform or receive the Services under the Contract, shall protect it using at least reasonable care, and shall not disclose or copy it except to its personnel and advisors who need to know it for that purpose and who are bound by confidentiality obligations no less protective than these. Upon the Disclosing Party’s request, the Receiving Party shall promptly return or destroy all Confidential Information and related materials. Each party shall be entitled to seek injunctive relief for any violation of this Section. This Section does not apply to information that: (a) is or becomes part of the public domain through no fault of the Receiving Party; (b) was known to the Receiving Party at the time of disclosure; (c) is rightfully obtained by the Receiving Party on a non-confidential basis from a third party; or (d) is independently developed by the Receiving Party without use of the Confidential Information. Disclosure required by law or by a Regulatory Authority is permitted to the extent required, provided that, where lawful, the Receiving Party gives the Disclosing Party reasonable prior notice.

 

16. Subcontracting

GMA Labs may engage its affiliates, accredited testing laboratories (including its testing and certification partners), and other subcontractors to perform all or part of the Services. GMA Labs remains responsible for the Services performed by its subcontractors to the extent of GMA Labs’ obligations under the Contract, but is not responsible for the independent acts, decisions, or determinations of Regulatory Authorities or of accredited laboratories acting in their independent professional capacity.

 

17. Termination

In addition to any remedies that may be provided under these Terms and Conditions, GMA Labs may terminate the Contract with immediate effect upon written notice to Buyer if Buyer: (i) fails to pay any amount when due under the Contract and such failure continues for thirty (30) days after Buyer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of these Terms and Conditions, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Either party may terminate the Contract upon thirty (30) days’ written notice if the other party materially breaches the Contract and fails to cure the breach within that period. Upon termination, Buyer shall pay GMA Labs for all Services performed and all costs and commitments incurred up to the effective date of termination.

 

18. Force Majeure

GMA Labs shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached the Contract, for any failure or delay in fulfilling or performing any term of the Contract when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of GMA Labs, including, without limitation, flood, fire, earthquake, explosion, epidemic or pandemic, governmental or regulatory action or delay, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, lockouts, strikes or other labor disputes (whether or not relating to either party’s workforce), restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, or material, telecommunication, or power failure. Delays attributable to Regulatory Authorities, customs authorities, or independent testing laboratories shall not constitute a breach by GMA Labs.

 

19. Assignment

Buyer shall not assign any of its rights or delegate any of its obligations under the Contract without the prior written consent of GMA Labs. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under the Contract. GMA Labs may assign the Contract to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

 

20. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in the Contract 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. Governing Law

All matters arising out of or relating to the Contract are governed by and construed in accordance with the internal laws of the State of California, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Contract.

 

22. Dispute Resolution

(a)   Good-faith negotiation. The parties shall first attempt in good faith to resolve any dispute arising out of or relating to the Contract through negotiation between senior representatives of the parties.

(b)   Binding arbitration. Any dispute not resolved within thirty (30) days of written notice of the dispute shall be finally resolved by binding arbitration administered by the International Centre for Dispute Resolution (ICDR) of the American Arbitration Association under its applicable rules. The seat and location of the arbitration shall be Orange County, California, USA; the arbitration shall be conducted in the English language; and the award shall be final and binding and may be entered and enforced in any court of competent jurisdiction.

(c)   Court relief. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief, and may enforce any arbitral award, in the federal courts of the United States of America or the courts of the State of California, in each case located in the City of Irvine and Orange County, and the parties submit to the jurisdiction and venue of those courts for such purposes.

 

23. Amendment and Modification

These Terms and Conditions may only be amended or modified in a writing that specifically states that it amends these Terms and Conditions and is signed by an authorized representative of each party.

 

24. Waiver

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

 

25. Notices

All notices, requests, consents, claims, demands, waivers, and other communications under the Contract (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the Contract or to such other address as may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), email (with confirmation of receipt), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in the Contract, a Notice is effective only (a) upon receipt by the receiving party and (b) if the party giving the Notice has complied with the requirements of this Section.

 

26. Severability

If any term or provision of the Contract is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Contract or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

27. Survival

Provisions of these Terms and Conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms and Conditions, including, but not limited to, the following: Buyer’s Obligations and Warranties; Payment Terms; Taxes; Compliance with Laws, Export Controls and Anti-Corruption; Warranties and Disclaimer; Limitation of Liability; Indemnification; Insurance; Intellectual Property; Confidential Information; Governing Law; Dispute Resolution; and Survival.

 

28. Entire Agreement

These General Terms and Conditions constitute the entire agreement between Buyer and GMA Labs relating to the subject matter hereof and supersede all prior and contemporaneous discussions, understandings, and agreements relating to the subject matter hereof.

 

29. Language

The Contract and all related documents are in the English language, which language governs. Any translation is provided for convenience only; in the event of any conflict, the English-language version prevails.