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Terms and Conditions

1. General

These Terms and Conditions (“Terms”) govern all purchase orders, repair services, logistics, and transactions between Universal Trading Solutions LLC (UTS) and its customers, including work performed in support of Foreign Military Sales (FMS), defense contracts, and government-related programs.

By issuing a Purchase Order (PO) or engaging UTS services, the customer agrees to be bound by these Terms.

2. Payment Terms

All invoices are due in accordance with the agreed payment terms stated on the invoice or contract.

• All customers paying by wire transfer will be assessed a $30.00 USD wire fee per transaction.

• All credit card payments are subject to a 3% processing fee, where permitted by applicable law.

UTS reserves the right to suspend work, withhold shipment, or cancel services if payments are not made on time.

3. Late Payments & Collections

Past due invoices shall accrue interest at a rate of 15% per month, or the maximum rate permitted by law, whichever is lower.

The customer agrees to pay, as liquidated damages, all costs associated with the collection of overdue amounts, including but not limited to:

• Legal fees

• Collection agency fees

• Administrative costs

4. Shipment Release Policy

UTS will not release any repaired items, components, or completed orders until all outstanding balances, fees, and applicable charges are paid in full, unless otherwise agreed in writing.

5. Prepayment Requirement

UTS reserves the right to require full prepayment for all future work if:

• The customer has past due invoices

• There is a history of delayed payments

• Creditworthiness is in question

6. Cancellation of Purchase Orders

Any cancellation of a Purchase Order (PO) by the customer, including but not limited to cancellations resulting from customer negligence, failure to provide required documentation, or non-payment of past due invoices, shall be subject to the following:

• A $15,000.00 USD Return Fee will be charged per affected order or shipment

• This fee must be paid in advance (prepaid) prior to the release or return of any items

• UTS reserves the right to retain possession of all items until all outstanding balances and fees are fully paid

7. Lien and Right of Possession

UTS shall have a continuing lien and security interest in all customer property, components, materials, and equipment in its possession, custody, or control for all amounts due and payable by the customer, whether related to the specific items or any other outstanding invoices.

• UTS reserves the right to retain possession of such property until all outstanding balances, fees, storage charges, interest, and costs are paid in full.

• In the event of non-payment, UTS may, to the fullest extent permitted by applicable law, exercise its lien rights, including withholding delivery, refusing release, suspending performance, and pursuing all legal and equitable remedies.

• If any balance remains unpaid for more than ninety (90) days, UTS shall have the right, to the extent permitted by applicable law, to sell, auction, transfer, liquidate, or otherwise dispose of any property subject to its lien or security interest and apply the proceeds toward outstanding invoices, accrued interest, storage fees, collection costs, attorney fees, and all other amounts owed to UTS.

• The customer waives any claim against UTS arising from the lawful enforcement of its lien rights, including the sale or disposition of collateral conducted in accordance with applicable law.

• Customer agrees that UTS shall not be liable for delays, penalties, damages, mission impact, or other consequences resulting from the lawful enforcement of these rights.

8. Storage & Handling

UTS reserves the right to charge reasonable storage, insurance, and handling fees for items that remain uncollected due to payment delays, PO issues, or customer inaction.

9. Work Stoppage

UTS reserves the right to initiate a full or partial work stoppage on any active or pending orders if:

• Payments are overdue

• The customer fails to comply with agreed commercial terms

UTS shall not be liable for any delays, including those affecting mission readiness, operational timelines, or contractual obligations, resulting from such stoppages.

10. FMS / Defense Contracting Compliance

For work performed in support of Foreign Military Sales (FMS) programs or defense-related contracts:

• UTS operates as an independent contractor and is not responsible for funding delays, government disbursement schedules, or internal payment processing delays of prime contractors or government entities

• Payment obligations to UTS are not contingent upon receipt of funds from any third party, including but not limited to government agencies, end users, or prime contractors

• Customer remains fully responsible for timely payment regardless of upstream funding status

• UTS reserves the right to suspend performance if payment terms are not met, even if such suspension impacts defense program timelines

11. Limitation of Liability

UTS shall not be responsible for any indirect, incidental, or consequential damages, including but not limited to:

• Loss of use

• Operational delays

• Mission impact

• Contractual penalties

arising from payment delays, enforcement of these Terms, or work stoppages.

12. Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of New Jersey, United States.

13. Acceptance

By submitting a Purchase Order or engaging UTS services, the customer acknowledges and agrees to these Terms and Conditions in full.