Effective Date: January 6, 2026

These Terms of Sale (the “Terms”) govern all sales of goods and services by Nexus Systems Incorporated, a Pennsylvania corporation (“Nexus”), to the business customer identified in an order, statement of work, or invoice (“Customer”). By placing an order, issuing a purchase order, clicking to accept, or paying an invoice, Customer agrees to these Terms.

IMPORTANT: THESE TERMS LIMIT NEXUS’S LIABILITY AND PROVIDE SPECIFIC REMEDIES. THEY ALSO REJECT ANY INCONSISTENT TERMS IN CUSTOMER PURCHASE ORDERS.

1. Definitions

Goods: Hardware, equipment, components, and other tangible items supplied by Nexus.

Software: (a) Third‑party software distributed by Nexus under publisher license terms; and/or (b) Nexus‑authored software licensed under a Nexus license (if specified). Software is licensed, not sold.

Services: Professional, advisory, configuration, integration, installation, managed, support, and other services performed by Nexus.

Order: Any order, SOW, quote, or invoice accepted by Nexus.

Documentation: User guides, specifications, and other written materials provided with the Goods/Software/Services.

2. Order Process; Acceptance; Precedence

2.1 Offers & Acceptance. Quotes are valid for the period stated (or 15 days if none). Orders are subject to Nexus acceptance in writing or by performance.

2.2 Precedence. If there is a conflict among documents, the following order of precedence applies: (1) a mutually signed master agreement (if any), (2) a mutually signed SOW, (3) the Order form/invoice, then (4) these Terms.

2.3 Purchase Order Terms Rejected. Nexus objects to and rejects any additional or different terms in Customer POs or portals. Such terms are ineffective unless expressly accepted in a writing signed by Nexus. For clarity, any “net” or deferred payment terms in a Customer PO are void unless Nexus has approved Customer for credit and has expressly agreed to such terms in writing (including by stating the terms on the applicable Nexus invoice).

3. Prices; Taxes

3.1 Prices. Prices are as set forth in the Order and exclude taxes, shipping, and handling unless expressly stated.

3.2 Taxes. Prices are exclusive of all taxes (e.g., sales, use, VAT, GST, duties). Customer is responsible for such amounts unless a valid exemption certificate is provided.

3.3 Changes. For time‑and‑materials Services, rate changes may apply prospectively with at least 30 days’ notice.

4. Payment Terms; Late Fees; Credit

4.1 Invoicing. Unless otherwise stated in the Order:

a) Goods are invoiced upon order acceptance (or prior to shipment for configured/custom items),

b) Software is invoiced upon order acceptance (or prior to delivery of license keys/access), and

c) Services are invoiced in advance for the first Order and thereafter as stated in the applicable SOW (e.g., monthly in arrears for time‑and‑materials).

4.2 First Order — Payment in Advance (Default). For Customer’s first Order with Nexus, Customer will pay 100% of all invoiced amounts in advance of shipment of Goods, delivery of Software, or commencement of Services, unless Nexus expressly approves different terms in a writing.

4.3 Credit‑Approved Net Terms Thereafter. After the first Order, Nexus may, in its sole discretion, extend credit terms to Customer upon approval of a credit application and any requested financial information. If credit is approved, payment is due net the number of days stated on the invoice (or net 15 if none is stated). Nexus may reduce, suspend, or revoke credit at any time based on payment history, creditworthiness, or changed circumstances; upon revocation, payment in advance applies.

4.4 Late Charges; Collection Costs. Overdue amounts accrue a finance charge of 1.5% per month (or the maximum permitted by law, if lower) and may incur reasonable collection costs, including attorneys’ fees.

4.5 Suspension for Non‑Payment. Nexus may suspend performance, withhold delivery, or terminate an Order for non‑payment or failure to provide adequate assurances.

4.6 No Setoff. Customer may not withhold, set off, or deduct payments for any reason.

5. Delivery; Title; Risk of Loss

5.1 Shipping Terms. Unless otherwise stated in the Order, Goods ship FOB Origin (Incoterms: Ex Works), with title and risk of loss passing to Customer upon Nexus’s tender to the carrier.

5.2 Delivery Dates. Delivery dates are estimates. Nexus will use commercially reasonable efforts to meet them.

5.3 Partial Shipments. Nexus may make partial shipments and invoice accordingly.

5.4 Electronic Delivery. Software and certain deliverables may be delivered by electronic means and deemed delivered when made available or when notice of availability is sent.

6. Inspection; Acceptance; Returns

6.1 Inspection & Acceptance. Customer must inspect Goods and deliverables upon receipt. Unless Customer provides written notice of non‑conformity within 5 business days, the Goods/deliverables are deemed accepted.

6.2 Returns (RMA). Returns require a prior RMA. Unopened, resalable standard Goods may be returned within 15 days of delivery, subject to a 15% restocking fee and return freight prepaid. Custom, configured‑to‑order, software, licenses, support subscriptions, and consumables are non‑returnable.

7. Services; Change Control

7.1 Performance Standard. Nexus will perform Services in a professional and workmanlike manner consistent with industry standards.

7.2 Customer Responsibilities. Customer will provide timely access to personnel, systems, facilities, data, and decisions. Nexus’s performance depends on such cooperation.

7.3 Changes. Material changes to scope, schedule, or assumptions must be captured in a written change order (fees and timelines may adjust proportionally).

8. Warranties and Remedies

8.1 Hardware/Parts. For assembled systems supplied by Nexus, Nexus warrants for 1 year from delivery that the system will be free from material defects in materials and workmanship under normal use. For parts and accessories, the warranty is 90 days or the manufacturer’s warranty period, whichever ends first. For third‑party Goods, Nexus passes through any transferable manufacturer warranties; Customer’s remedies are limited to those warranties.

8.2 Software. Third‑party Software is provided solely under the applicable publisher’s license; Nexus makes no software warranty. Any Nexus‑authored software is warranted for 30 days to conform in all material respects to the Documentation.

8.3 Services. Services are warranted for 30 days from delivery to conform to the SOW. Customer must notify Nexus in writing within the warranty period; Nexus’s sole obligation is to re‑perform the Services or, if Nexus is unable to do so after reasonable efforts, to refund the fees paid for the non‑conforming Services.

8.4 Exclusions. Warranties exclude issues from misuse, neglect, accident, unauthorised modifications, environmental conditions, or use not in accordance with Documentation.

8.5 Exclusive Remedies. The remedies in this Section 8 are Customer’s exclusive remedies for warranty claims.

8.6 DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEXUS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT.

9. Support

9.1 Manufacturer Support. Unless expressly stated, support for third‑party Software/Hardware is provided by the original manufacturer or publisher.

9.2 Nexus Support. If Nexus support is purchased, the applicable support plan/SLA governs response and resolution targets.

10. Limitation of Liability

10.1 Cap. Nexus’s aggregate liability for all claims arising out of or related to an Order is limited to the amounts paid by Customer to Nexus under that Order during the 12 months preceding the event giving rise to liability.

10.2 Exclusion of Certain Damages. IN NO EVENT WILL NEXUS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.3 Essential Purpose. These limitations apply to the fullest extent permitted by law and even if a remedy fails of its essential purpose.

11. Intellectual Property; License

11.1 IP Ownership. Nexus and its licensors retain all right, title, and interest in the Software, deliverables, and any IP created or used in performing the Services, unless expressly assigned in a signed writing.

11.2 Deliverables License. Subject to payment, Nexus grants Customer a non‑exclusive, non‑transferable, worldwide, royalty‑free license to use deliverables internally for Customer’s business purposes. Software is licensed per the applicable license agreement.

12. Confidentiality; Data

12.1 Confidential Information. Each party may receive non‑public information from the other. The receiving party will protect such information using the same care it uses to protect its own similar information (but no less than reasonable care) and use it only to perform under the Order.

12.2 Personal Data. To the extent Services involve personal data, the parties will execute appropriate data processing terms as required by applicable law.

13. Compliance; Export; Anti‑Bribery

Customer will comply with all applicable laws, including export control/sanctions, anti‑bribery/anti‑corruption, and import/customs laws. Customer will not export, re‑export, or transfer any Goods/Software in violation of such laws.

14. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control (e.g., acts of God, labor disputes, shortage, war, terrorism, epidemics, government action). Affected obligations are suspended for the duration of the event.

15. Termination

Either party may terminate an Order for material breach not cured within 30 days after written notice. Upon termination, Customer will pay for Goods delivered and Services performed to the effective date of termination.

16. Notices

Notices must be in writing and sent to the addresses specified in the Order, by hand delivery, reputable courier, or email with confirmation of receipt. Notices are deemed received on delivery or, for email, on confirmation.

17. Governing Law; Venue; Jury Waiver

These Terms and any dispute are governed by the laws of the Commonwealth of Pennsylvania, without regard to conflicts rules. The parties submit to the exclusive jurisdiction and venue of the state courts in Philadelphia County, Pennsylvania and the U.S. District Court for the Eastern District of Pennsylvania. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.

18. Assignment; Subcontracting

Customer may not assign an Order without Nexus’s prior written consent, except to an affiliate or in connection with a permitted change of control. Nexus may use subcontractors but remains responsible for their performance.

19. Entire Agreement; Modifications; Waiver; Severability; Survival

19.1 Entire Agreement. These Terms together with the Order constitute the entire agreement for the subject matter and supersede all prior or contemporaneous communications.

19.2 Modification. Modifications must be in a writing signed by both parties; for click‑through or web‑posted updates applicable to future Orders, Nexus may update these Terms prospectively by posting a new effective date.

19.3 Waiver. A failure to enforce any provision is not a waiver.

19.4 Severability. If any provision is held invalid, the remainder remains in effect and the provision will be enforced to the maximum extent permitted.

19.5 Survival. Sections 3, 4, 5, 6, 8–13, 15–19 survive expiration or termination.

20. Contact

If you have any questions, comments, or concerns, please don’t hesitate to contact us.

http://nxs.systems/go/contact

info@nxs.systems | +1 (215) 929‑8280

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Document ID: NXS‑TOS‑B2B‑2026‑01