Standard Terms and Conditions of Purchase

1. Applicability, Client Definition & Incorporation
These Standard Terms and Conditions apply automatically to all transactions, proposals, quotes, purchase orders, statements of work, and professional engineering services conducted with or rendered by Kami M&P. For the purposes of these terms, the "Client" (or "Customer") is defined as any individual, business, or entity to whom Kami M&P renders, agrees to render, or proposes to render engineering, technical consulting, specification management, data management, or training services. Requesting a quote, issuing a purchase order, accepting a proposal, or engaging Kami M&P for engineering services constitutes full acceptance of these terms by the Client.

2. Advisory Role & Client Responsibility
All engineering services, technical advice, specifications, course materials, data structures, and recommendations provided by Kami M&P to the Client are strictly advisory in nature. The Client assumes full and sole responsibility for independent review, verification, and determination of fitness for purpose, end-use suitability, and final integration into Client products, processes, or systems.

3. Limitation of Liability & Indemnification
In no event shall Kami M&P, its officers, or employees be liable for any direct, indirect, incidental, special, or consequential damages resulting from the Client's use, misuse, or implementation of its work, reports, recommendations, or engineering deliverables. The Client agrees to defend, indemnify, and hold harmless Kami M&P against any and all third-party claims, liabilities, losses, or costs arising out of or related to Client products, manufacturing operations, or service implementations.

4. System Security & Data Storage
While Kami M&P utilizes standard secure cloud environments (e.g., Google Drive) for file sharing, document hosting, and deliverables management, complete system security, data governance, access controls, backup, and cybersecurity compliance for Client infrastructure and internal networks remain the sole responsibility of the Client.

5. Intellectual Property & Proprietary Rights
Deliverables specifically authored for the Client become the property of the Client upon payment in full; however, Kami M&P retains the right to keep a copy of all deliverables. Kami M&P retains all rights, title, and interest in its background intellectual property, proprietary engineering methods, non-interface worksheets, macros, logic formulas, computational engines, and templates used in performing services. Neither party may use the other party's name, trademarks, or logos for publicity or advertising without prior written consent.

6. Authorization & Quotes
For all engineering consultation or hourly engagements rendered to the Client, a formal Purchase Order or written authorization specifying a Not-To-Exceed (NTE) limit is required prior to work commencement. Formal quotes provided by Kami M&P to the Client are valid for thirty (30) days from the date of issuance unless explicitly stated otherwise.

7. Invoicing, Expenses, & Payment Terms
Services rendered on an hourly, milestone, or subscription basis require time verification or client acceptance. Pre-approved travel and out-of-pocket expenses incurred on behalf of the Client shall be billed pass-through at cost without markup. Undisputed invoices submitted to the Client are due and payable under Net 30 terms from the date of invoice issuance.

8. Termination for Convenience & Cause
Either party may terminate an active agreement, purchase order, or scope of engineering work upon thirty (30) days' written notice. Upon termination, the Client shall remain liable for and shall promptly pay Kami M&P for all services properly performed, hours accrued, and non-cancellable expenses incurred through the effective date of termination.

9. Governing Law & Dispute Resolution
These terms and any agreement between Kami M&P and the Client shall be governed by and construed in accordance with the internal laws of the State of Washington, without regard to its conflict of law principles. The parties consent to the exclusive jurisdiction of the state and federal courts located in King County, Washington for any legal proceedings.

10. Force Majeure
Kami M&P shall not be liable or deemed in default to the Client for any failure or delay in performance resulting directly or indirectly from acts of God, severe weather, government acts or orders, labor disruptions, supply chain outages, major cyber incidents, or other unforeseen events beyond its reasonable control.

PAYMENT INSTRUCTIONS

Clients may remit payment using one of the following methods:

Check: Payable to "Kami Materials and Process Engineering, PLLC" and mailed to:
13523 34th Ave S., Tukwila, WA 98168

ACH / Direct Deposit: Contact Manny Cua at manny@kami-mpe.com for routing and account details