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CYTH SYSTEMS COMMERCIAL TERMS SUMMARY

1.  Working with Cyth

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1.1  Commercial Terms

The following are terms of this project, which are requirements in consideration of engaging this engineering project, independent of any terms and conditions of a Sales Order, Purchase Order, or other Agreements.

• Cyth reserves the right to cancel the project and refund any unused funds if a major discovery is made which invalidates the project budget, features, or schedule.

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  Cyth maintains a security interest and ownership of materials, fruits of labor, intellectual property, and work product that are given to the customer until all items are fully paid for.  Any items not paid for remain Cyth owned property, and must be returned on demand. This term expressly supersedes common law, the terms of any Purchase Order, Sales Order, Agreements, Contracts, and Uniform Commercial Code. For the sake of clarity, it is the express intention of Cyth and the customer that all goods and services delivered will be paid for, and those not paid for will be returned on demand. 

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  Acceptance Test must be performed by client within 15 days of delivery, unless otherwise noted and approved by Cyth in writing.  If Acceptance Test cannot be accommodated within a reasonable time period, the client must make any requested payments with or without the successfully completed acceptance tests.

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  In the case of excessive project delays or if a project is put on hold, additional costs may be incurred for project restart, replacing or retraining personnel, or remembering or re-learning details of the project.  Costs will be detailed and budgeted in an Engineering Change Order (ECO).

• Any samples, products, etc. received may be subject to destructive testing during developing and may be disposed of during/after development unless written instructions are provided with specific handling and return instructions.

1.2  Budget & Schedule Management
Even after sincere efforts to carefully review requirements and authoring of the cost sheet and proposal, this document may contain errors or omissions.  All budgets, statements, specifications, proposals, and plans are good-faith statements and estimates.  Cyth makes no guarantee of the contents of this document, nor the deliverables or performance of the project goals without all necessary support materials and budget required to complete goals. As with any engineering project there are problems to be solved, assumptions to be checked, and some components which have been suggested but not yet verified. 

Cyth will make every reasonable effort to complete the project in a timely and professional manner and will report progress and budget status to the client on a regular basis.  Throughout the project all specifications, design choices, and changes will be recorded in the relevant documents.  
 

1.3 Engineering Change Orders
Any change which requires modification of budget, schedule, or performance will require an Engineering Change Order (ECO).  An ECO may result not only from specific change requests from a customer, but also from unforeseen issues, invalid assumptions, new discoveries, replacing components, and other changes necessary to meet the project goals.
An ECO (or possible ECO’s reported in the Project Status Report) may also be used to track issues that could result in budget or schedule changes.  Since some tasks may take extra time, and others may take less, some Potential ECO items may not result in an ECO.  Yet if there are too many of these items, eventually an ECO may be used when hours are exhausted or more hours are needed.

1.4 Warranty Limitations
In contrast with off-the-shelf commercial products, custom-designed systems and bespoke integrated devices from Cyth Systems carry a specialized warranty.  All services and fabricated items provided by Cyth will be of good workmanlike quality and all materials will be in good new working order. However, there is no guarantee that the integrated systems or goods provided by Cyth, even being of workmanlike quality and in new condition, will meet all the customers stated goals and needs; systems or goods provided by Cyth might require additional budget and project work including debug, design, engineering, testing, or iteration in order to meet customer’s goals.  

However, any goods or services proven not to be of workmanlike quality, or having an avoidable defect, or inexcusable engineering mistake will be replaced or reworked in a manner to be determined in Cyth’s sole discretion.  

The warranty does not cover cases in which the system passed Acceptance Testing, yet issues arise or are discovered requiring additional design, rework, and reprogramming. No warranty or guarantee expressed or implied, including any warranty as to merchantability or fitness for any purpose, is made other than those expressly set forth above which are made in lieu of all other warranties or guarantees.  Cyth Systems shall not be liable for any loss, damage, or injury, directly or indirectly arising from the use of such equipment or for consequential damages of any nature.

1.5 Component 3rd Party Manufacturers’ Warranty Terms
Third-party materials and components carry a warranty provided by the component manufacturer, from the date of purchase, subject to the terms and conditions of those manufacturers. Custom-developed hardware and software components are warrantied to be free from defects in design, materials, and workmanship for a period of twelve (12) months from the date of delivery. This warranty does not extend to any equipment, component or part subjected to abnormal operating conditions, improper or incorrect maintenance, or modification. This warranty does not cover normal wear and tear, or the lifetime of wear-out components unless the lifetime, wear, or maintenance interval has been expressly called out as a design requirement.  Since the system is a custom device, it can be difficult to determine faults in workmanship or materials, therefore the time needed to diagnose and repair a defect may be billable pending a root-cause analysis for each failure or occurrence.