Supplier Terms and Conditions



Effective Date: July 3, 2025



These Supplier Terms and Conditions ("Terms") govern the provision of goods and services to ARX STELLA, Inc. ("ARX STELLA"). All purchase orders issued by ARX STELLA are subject to these Terms unless otherwise agreed in writing.


1. Acceptance of Purchase Order Supplier’s commencement of performance, delivery of goods, or acknowledgment of a purchase order constitutes acceptance of these Terms.


2. Delivery and Title Time is of the essence. Delivery shall be made in accordance with the schedule, quantities, and specifications provided by ARX STELLA. Title and risk of loss transfer upon acceptance at ARX STELLA’s designated location.


3. Quality and Inspection All goods and services must meet the specifications and quality standards outlined in the purchase order or contract. ARX STELLA reserves the right to inspect and reject any non-conforming goods or services. Inspections do not waive Supplier’s warranty obligations.


4. Warranty Supplier warrants that all goods:

The warranty period shall be a minimum of one (1) year from delivery or as otherwise agreed.


5. Changes ARX STELLA may, by written notice, make changes to the scope, delivery, or technical aspects of a purchase order. If such changes impact cost or schedule, Supplier must notify ARX STELLA in writing within five (5) business days.


6. Invoices and Payment Supplier shall invoice ARX STELLA after delivery of goods or completion of services. Standard payment terms are Net 30 days unless otherwise specified. ARX STELLA may withhold payment for defective or incomplete deliveries.


7. Compliance with Laws Supplier must comply with all applicable federal, state, and local laws, including but not limited to:


8. Confidentiality Supplier shall treat all technical and business information provided by ARX STELLA as confidential. Such information may not be disclosed to third parties or used for any purpose other than fulfilling obligations to ARX STELLA.


9. Intellectual Property All intellectual property created for or provided to ARX STELLA shall be the exclusive property of ARX STELLA unless otherwise agreed in writing.


10. Termination ARX STELLA may terminate any purchase order for convenience or for cause (e.g., breach, insolvency). Upon termination, ARX STELLA’s liability shall be limited to payment for conforming goods or services delivered up to the date of termination.


11. Indemnification Supplier agrees to indemnify and hold harmless ARX STELLA from any claims, damages, losses, or expenses arising out of Supplier’s performance, including breach of warranty, negligence, or violation of law.


12. Governing Law These Terms shall be governed by the laws of the State of Texas, without regard to conflict of law provisions. Jurisdiction shall lie in the state or federal courts of Harris County, Texas.


13. Flowdown Requirements If the goods or services relate to a government contract, Supplier agrees to comply with all mandatory flowdown clauses, including applicable FAR/DFARS provisions.


14. Ethics and Conduct Supplier shall conduct business in accordance with the highest standards of ethics and integrity and shall promptly report any actual or suspected misconduct affecting ARX STELLA.