TERMS AND CONDITIONS FOR SALE

BLACK LABEL SERVICES

These terms and conditions of sale (these "Terms") are the only terms that govern the sale of the goods ("Goods") and services ("Services") by Black Label Services, Inc. (or, as applicable, a commonly controlled affiliate thereof) ("Seller") to the buyer named in the accompanying purchase order, quotation or invoice ("Buyer"). The accompanying purchase order, quotation or invoice for Goods or Services (the "Order"), these Terms and any accompanying documentation incorporated by reference (collectively, this "Agreement") comprise the entire agreement between the parties with respect to the Order and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, unless such other agreement is signed by the Seller and expressly supersedes these Terms. In the event that a subsequent Order is entered into and for which these Terms (or, similar terms prepared by Seller) are not attached, these Terms shall be deemed incorporated therein. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.

PAYMENT TERMS & SCHEDULE

Payment Obligation

Buyer agrees to pay Seller the total purchase price as specified in the Order (which may include reasonable travel and out-of-pocket expenses incurred by Seller in connection with the performance of the Services).

For Orders of Goods over $100,000 the payment terms are as follows:

25% at Order
25% on Drawing Approval
25% at 50% Completion of Manufacturing
25% at 100% Completion of Manufacturing

Please note that for new customers payment terms may differ. All Orders are subject to credit approval. Payment terms are subject to approval after an account has been set up and established, and Buyer shall be notified in writing of any approved terms and credit limit amount.

Payment Methods

Payment shall be made via wire transfer, ACH transfer or other methods as agreed to in writing by both parties.

Late Payment

If any payment is not received by the due date specified on the Order, a past due payment fee of 1.5% per month shall accrue on the unpaid balance, compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys' fees. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), if payment remains outstanding for more than 30 days, Seller reserves the right to suspend further performance, cancel outstanding Orders, or pursue legal remedies without waiving any other rights or obligations.

Payment Currency

All payments shall be made in U.S. Dollars unless otherwise specified in writing. Any currency conversion costs or fees are the sole responsibility of Buyer.

Credit Card Payments

If payment is made by credit card, Buyer shall pay a 3% processing fee.

PRICING & TAXES

Quoted Pricing

Pricing is valid for 30 days from the date of quotation unless otherwise stated in writing or rescinded.

Price Subject to Change

Seller reserves the right to modify pricing stated in a quotation if:

Deviations from Seller's standard material, hardware, and/or software specifications, welding procedures, or manufacturing processes are required or requested, unless otherwise stated in writing.
Delays in Order acceptance exceed 30 days from the quotation date.
Significant increases in material, hardware, and/or software as well as labor costs occur (documented and communicated to Buyer).
Buyer requests design modifications, customization, or changes to original specifications.

Sales Tax

Buyer shall pay all applicable state and local sales tax on the Goods and Services, where applicable. Buyer shall provide a valid resale certificate if claiming tax exemption. Absent a valid resale certificate, sales tax shall be calculated at the applicable rate for the delivery location and added to the invoice.

Shipping and Handling

Shipping and freight costs are not estimated in (and are in addition to) the price quoted in the Order, unless specifically itemized therein. Shipping and freight costs shall be invoiced at actual cost plus 15% handling fee, unless otherwise agreed in writing.

Installation and Commissioning

Unless specifically itemized in the Order, installation, commissioning, testing, and any on-site labor with respect to the Goods are not included in the quoted price and are available at Seller's standard labor rates unless separately quoted.

Scope Changes

Any requested changes to the scope, specifications, drawings, materials, hardware, software, or components must be submitted in writing and approved by Seller. Seller will issue a formal change order outlining pricing and schedule impacts. No verbal changes shall be binding. Work will not proceed with any change until written authorization is received. Notwithstanding the foregoing or anything to

the contrary contained in this Agreement, Seller may, from time to time, change the Goods or Services or components thereof without the consent of Buyer provided that such changes do not materially affect the functionality of such Goods or the nature or scope of such Services, or the fees or any performance dates set forth in the Order.

ADDITIONAL TERMS FOR SERVICES

Applicability and Scope of Services

The following additional terms apply to all Services performed by Seller, including but not limited to electrical contracting, electrical installation, demolition, conduit installation, cable pulling, terminations, testing, troubleshooting, instrumentation, controls integration, PLC programming, HMI programming, SCADA configuration, startup, commissioning, preventative maintenance, emergency service, repair work, industrial insulation, and all time-and-material work. This Section 3 is incorporated into and supplements the other provisions of this Agreement. In the event of a conflict between this Section 3 and any other provision of this Agreement with respect to the performance of Services, the applicable provision of this Section 3 shall control as the more specific provision governing Services. Seller shall perform only the Services expressly described in the Order, and any work not expressly included in the Order is excluded. Buyer is responsible for verifying that the scope of Services set forth in the Order satisfies Buyer’s requirements, site conditions, owner requirements, specifications, drawings, and project schedule.

Additional Materials, Labor, Tools, or Equipment

If additional materials, labor, tools, equipment, engineering, programming, demolition, insulation, rentals, subcontractors, consumables, permits, inspections, testing, travel, or other services are required due to changes in the scope of Services set forth in the Order, Buyer requests, owner directives, engineer comments, unforeseen conditions, concealed conditions, schedule impacts, delays caused by others, or circumstances outside Seller’s control, an additional time and material rate will be billed accordingly, or, alternatively, an estimate will be provided upon request. All such changes will be discussed and agreed upon prior to purchasing any additional materials or commencing work outside of the scope set forth in the Order, except where immediate action is reasonably necessary to protect personnel, property, Goods, ongoing operations, or to comply with applicable safety requirements.

Time and Material Work

Unless otherwise stated in writing, service calls, troubleshooting, emergency work, repair work, startup support, commissioning assistance, scope gaps, rework caused by others, additional work, and work performed without a fixed-price written scope shall be billed on a time-and-material basis at Seller’s then-current rates. Time-and-material charges may include labor, supervision, engineering, programming, project management, materials, consumables, tools, rentals, vehicles, mileage, travel time, lodging, per diem, freight, taxes, permits, subcontractors, administrative costs, and applicable markups. Minimum service call charges, portal-to-portal travel, overtime, double-time, weekend, holiday, emergency, standby, and call-out rates may apply.

Mobilization, Demobilization, Standby, and Remobilization

Mobilization and demobilization are billable unless expressly included in a fixed price. If Seller is delayed, stood down, rescheduled, denied access, required to wait on other trades, prevented from working due to unsafe conditions, or required to return because the site is not ready, Seller may bill standby, remobilization, travel, storage, rental, and schedule impact costs.

Electrical Installation and Construction Services

Electrical installation Services may include conduit, raceway, cable tray, wire and cable installation,

terminations, switchgear, MCCs, panelboards, transformers, disconnects, instrumentation, controls, lighting, grounding, bonding, equipment setting, testing, startup support, and related work, only to the extent expressly included in Seller’s written scope. With respect to such Services:

Buyer shall provide safe and continuous access to the work area, adequate parking, staging, storage, lighting, power, water, restrooms, lifts or hoisting where specified, shutdown windows, escorts, access badges, security clearances, and a work area ready for Seller’s performance. Delays or costs caused by lack of access or site readiness are additional work.
Seller is not responsible for existing conditions, concealed conditions, undocumented utilities, abandoned conduits, hidden electrical defects, structural deficiencies, asbestos, hazardous materials, contaminated materials, unsuitable substrates, deteriorated equipment, code violations in existing systems, or conditions not reasonably visible at the time of quotation. Corrective work is additional work.
Buyer is responsible for identifying, locating, marking, and disclosing all underground utilities, conduits, ducts, piping, grounding systems, communications lines, and obstructions. Seller is not liable for damage to utilities or concealed items that were not accurately marked or disclosed.
Permits, plan review fees, inspection fees, utility fees, and reinspection fees are excluded unless expressly included. Delays or costs caused by permitting authorities, utilities, inspectors, or code interpretations are not Seller’s responsibility and may result in additional charges and schedule extensions.
Buyer is responsible for coordinating shutdowns, process interruptions, lockout/tagout, utility coordination, and production impacts. Energized work is excluded unless expressly agreed in writing and may require additional safety planning, personal protective equipment, permits, supervision, and charges.

Engineering, Instrumentation, Controls, PLC/SCADA, Startup, and Commissioning

Engineering Services are based on information, drawings, specifications, criteria, and assumptions provided by Buyer or its representatives, and Seller is not responsible for errors, omissions, conflicts, or deficiencies in Buyer-provided information. Design revisions caused by changed criteria, owner comments, regulatory comments, or incomplete information are additional work.

Programming and integration Services are limited to the functions expressly included in Seller’s scope in the Order. Buyer is responsible for providing accurate process descriptions, I/O lists, network information, device manuals, control narratives, access credentials, and operating requirements. Changes to sequence of operations, graphics, alarms, data logging, reports, network architecture, or owner standards are additional work.

Seller is not responsible for Buyer’s network security, cybersecurity, firewalls, remote access systems, IT policies, malware, ransomware, unauthorized access, data loss, software updates, patches, backups, or third-party system failures unless expressly included in writing. Buyer is responsible for maintaining secure backups and cybersecurity controls.

Startup and commissioning depend on site readiness, utility availability, installed equipment condition, third-party equipment, process availability, owner operations personnel, and safe working conditions. Delays, repeat visits, failed startup due to others, or additional commissioning caused by incomplete or defective work by others shall be billed as additional work.

Industrial Insulation Services

Industrial insulation Services may include insulation of piping, tanks, vessels, ductwork, equipment, removable blankets, jacketing, weatherproofing, insulation repair, and related services, only to the extent expressly included in Seller’s written scope in the Order.

Buyer is responsible for the condition of piping, vessels, equipment, coatings, paint, supports, heat tracing, jacketing substrates, and surrounding conditions before insulation work begins. Seller is not responsible for pre-existing corrosion, coating failure, moisture, contamination, damaged surfaces, or substrate defects.

Seller does not warrant against corrosion under insulation, water intrusion, condensation, process leaks, weather exposure, chemical exposure, damaged jacketing caused by others, improper maintenance, or process temperatures outside the stated design criteria.

Owner-Furnished Equipment, Materials, and Third-Party Products

Handling, testing, troubleshooting, modification, storage, rework, and integration of such items may be billed as additional work.

Safety, Site Conditions, and Buyer Responsibilities

Buyer shall provide a safe workplace and disclose all known hazards, including electrical hazards, confined spaces, hazardous materials, energized equipment, process hazards, environmental hazards, fall hazards, and operational risks. Buyer shall provide required site orientations, permits, safety data sheet information, lockout/tagout procedures, and emergency procedures.

Seller may stop work or refuse to perform work if Seller determines that conditions are unsafe, information is incomplete, required lockout/tagout is unavailable, access is unsafe, or work may endanger personnel, equipment, property, or the environment. Delays and costs resulting from unsafe conditions are not Seller’s responsibility.

Unless expressly included in writing in the Order, Seller is not responsible for identification, abatement, handling, removal, disposal, or remediation of asbestos, lead, mold, contaminated soil, hazardous chemicals, or other hazardous materials. Discovery of hazardous materials shall entitle Seller to suspend work and receive additional compensation and schedule extensions.

Acceptance of Work and Completion

Goods and Services shall be deemed accepted upon the earliest of shipment, delivery, installation, energization, startup, commissioning, beneficial use, occupancy, turnover to Buyer, operation by Buyer, or ten (10) days after Seller substantially completes its scope if Buyer has not provided a written list of specific deficiencies. Minor punch list items that do not prevent beneficial use shall not delay acceptance or payment. Buyer’s use of the Goods or Services constitutes acceptance, except for properly noticed warranty claims made in accordance with Section 7(C).

Service Workmanship Warranty

Seller warrants that installation, electrical, controls, programming, commissioning, and insulation workmanship performed by Seller will be free from material defects in workmanship for twelve (12) months from substantial completion, unless a different period is expressly stated in writing (the “Service Warranty Period”). Seller’s sole obligation under this warranty is to correct defective workmanship notified to and confirmed by Seller in accordance with Section 7(C). Warranty work performed under this Section 3(K) does not extend the original Service Warranty Period. The warranty provided in this Section 3(K) is subject to and intended to be read in connection with Section 7, including that, without limiting the foregoing, Warranty work under this Section 3(K) is subject in all respects to the exclusions set forth in Section 7(D).

Performance of Services; Delays, Schedule Impacts, and Force Majeure Expansion for Services

Seller shall use reasonable efforts to meet any performance dates to render the Services specified in the Order, and any such dates shall be estimates only. With respect to the Services, Buyer shall (a)

cooperate with Seller in all matters relating to the Services and provide such access to Buyer's premises, and such office accommodation and other facilities as may reasonably be requested by Seller, for the purposes of performing the Services; (b) respond promptly to any Seller request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Seller to perform Services in accordance with the requirements of this Agreement; and (c) provide such customer materials or information as Seller may reasonably request to carry out the Services in a timely manner and ensure that such customer materials or information are complete and accurate in all material respects.

Seller shall not be liable for delays, disruptions, acceleration costs, loss of productivity, resequencing, overtime, or schedule impacts caused by Buyer, other third parties, other contractors, suppliers, utilities, inspectors, weather, site access restrictions, shutdown changes, permit delays, labor shortages, material shortages, force majeure events, unsafe conditions, or changes in scope. Seller shall be entitled to schedule extensions and additional compensation for such impacts. This Section 3(L) supplements, and does not limit, the force majeure provisions of Section 9(C).

Indemnity and Mechanic’s Lien Rights

Seller reserves all mechanic’s lien, payment bond, stop notice, prompt payment, suspension, collection, and other payment rights available under applicable law. No provision of this Agreement shall be construed as a waiver of Seller’s lien or payment rights unless expressly waived in a separate writing signed by Seller.

In addition to the indemnification obligations set forth in Section 11(K), Buyer shall indemnify, defend, and hold harmless Seller from claims, damages, penalties, losses, and expenses arising from Buyer’s negligence, misconduct, breach of this Agreement, unsafe site conditions, hazardous materials, owner-furnished equipment, inaccurate information, or acts or omissions of Buyer, owner, other contractors, or third parties, except to the extent caused by Seller’s gross negligence or willful misconduct.

DELIVERY, POSSESSION & STORAGE OF GOODS

Delivery of Goods

Delivery Point: EXW (Ex-Works) Black Label Services facility, Fort Collins, Colorado (the “Delivery Point”), unless otherwise agreed in writing.
Delivery Responsibility: The Buyer is responsible for the carrier pickup and the carrier is then responsible for transportation.

Title Transfer

Title to the Goods shall transfer to Buyer upon delivery by Seller to the Delivery Point, or upon receipt of full payment, whichever is later. Buyer assumes all risk of loss or damage upon delivery to the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the Colorado Uniform Commercial Code.

Buyer Responsibility

Buyer is solely responsible for (unless DDP Incoterms apply):

Monitoring carrier tracking information.
Inspecting Goods upon receipt.
Filing claims with carriers for loss or damage.
Arranging safe storage, environmental protection, and handling.

Storage Requirements

If Buyer has not taken delivery within 45 days after notification of readiness to ship, Seller may assess storage fees of 0.5% of the value of the Order per month or $250 per month, whichever is greater. If Goods remain unclaimed after 120 days and after two written notices, Seller may dispose or resell the Goods. Seller shall not be responsible for damage, deterioration, or loss to stored Goods, including environmental damage, theft, or tampering.

Unclaimed Goods

If Buyer fails to arrange pickup or delivery within the period stated in Section 4(D), Seller may dispose of the Goods as outlined therein. Any proceeds from resale shall be applied to outstanding invoices of Buyer; Buyer shall remain liable for any deficiency and shall be liable for any reasonable costs incurred in such disposition.

Delivery Dates & Schedule Adjustments

All delivery dates are estimates only and are subject to adjustment. Delivery schedules may be extended in the event of material delays, supply chain disruptions, force majeure events, scope changes, or delays caused by Buyer including, but not limited to, late approvals, missing information, delayed payments, or specification changes. Seller shall not be liable for any costs or damages resulting from such schedule adjustments.

Transportation and Permits

Buyer acknowledges that the Goods may require oversize or wide load transportation. Buyer is solely responsible for determining all applicable transportation requirements and for obtaining, at Buyer's sole cost and expense, any required CDOT permits, oversized/overweight permits, escort vehicles, route approvals, and any other governmental authorizations necessary for transport. Seller shall have no responsibility or liability for transportation arrangements, permitting, regulatory compliance, delays, fines, penalties, damages, or costs arising from Buyer's transportation of the Goods.

INTERNATIONAL ORDERS

Prepayment Requirement

For all Orders of Goods shipping outside the United States, Buyer shall remit 100% of the invoice amount prior to shipment. No Goods shall be released from Seller until full payment has been received and cleared.

Refunds or Cancellations

For Orders of Goods shipping outside the United States, Buyer forfeits any right to cancel or request a refund once the Order has been released to production except in cases of Seller’s material breach.

Export Controls & Compliance

Buyer shall comply with all U.S. export control regulations, including ITAR (International Traffic in Arms Regulations) and EAR (Export Administration Regulations) where applicable. Buyer shall obtain all

necessary export licenses and shall not re-export Goods to prohibited countries or parties without express written consent from Seller and appropriate U.S. government authorization.

Customs, Tariffs & Duties

Buyer shall be responsible for all customs, duties, tariffs, import taxes, brokerage fees, and other governmental charges associated with international shipment. These charges are separate from the quoted price.

Documentation & Certificates

Seller will provide standard shipping documentation. Buyer is responsible for obtaining Certificates of Compliance, Certificates of Conformance, or other documentation required by the destination country, subject to Seller’s cooperation and reasonable fees.

Inspection; Buyer-Supplied Components

Buyer Inspection

Buyer shall inspect all Goods upon receipt of shipment and report any visible damage, defects, or deviations from specifications in writing to Seller. Failure to report within 3 business days (with supporting photos) shall constitute acceptance of the Goods in the condition received.

No Additional Testing

Unless specifically quoted and agreed in writing, third-party testing, certification, site acceptance testing, or specialized testing beyond standard factory verification is the responsibility of Buyer.

Buyer-Supplied Materials and Components

If Buyer provides equipment, materials, hardware, software, or components for integration into the Goods or Services, Seller shall not be responsible for delays, defects, performance issues, compatibility problems, or failures arising from such items. Seller may charge additional labor for handling, testing, or modifying Buyer-supplied components. Warranty does not apply to Buyer-supplied items. Additionally, if Seller's performance of its obligations under this Agreement is prevented or delayed by any act or omission of Buyer or its agents, subcontractors, consultants, or employees, Seller shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Buyer, in each case, to the extent arising directly or indirectly from such prevention or delay.

LIMITED WARRANTY

Warranty Period

Seller warrants that all Goods shall be free from material defects in materials and workmanship for a period of 12 months from the date of delivery (the “Warranty Period”).

Warranty Coverage

Subject to Section 7(C), for a valid warranty claim, Seller shall, at its sole discretion and option repair or replace the defective components or applicable Goods; or issue a credit to Buyer for the defective portion of Goods.

Travel and on-site labor associated with diagnosing or correcting the issue may be invoiced to Buyer

unless otherwise agreed in writing. A purchase order may be required prior to dispatching personnel to cover potential travel or labor costs if the issue is later determined not to be the responsibility of Seller. If the issue is determined not to be the responsibility of Seller, all associated costs shall be billed to Buyer.

Warranty Claim Procedure

To obtain warranty service, Buyer shall:

Notify Seller in writing within 10 days of when Buyer discovers or should have discovered the breach in the warranty, providing detailed description and photographic evidence; provided that, for a breach of warranty applicable to Goods, such notice must be provided during the Warranty Period.
Cease using the Goods and/or Services following discovery of such breach of warranty.
Provide proof of purchase.
If applicable, allow Seller to inspect the Goods or defective component.
If applicable, allow Seller to inspect the Services or other property or materials related to such Services.
If applicable, follow Seller's instructions for return of the Goods and shipping.

Following the procedure set forth above, Seller shall, in its sole discretion, determine whether and to what extent the warranty set forth herein has been breached, and, to the extent there is a breach of warranty, shall provide warranty coverage in accordance with Section 7(B).

Exclusions from Warranty

The warranty does NOT cover damages or losses arising from:

Normal wear and tear, oxidation, or cosmetic defects that do not affect performance.
Accident, misuse, neglect, or unauthorized repair.
Improper or unauthorized installation, configuration, programming, modification, servicing or operation performed by Buyer or third parties.
Water intrusion, flooding, moisture, condensation, corrosion, chemical exposure, UV exposure, vibration, excessive heat, freezing, dust, dirt, contamination, animals, rodents, insects, or other environmental conditions.
Electrical surge, lightning, utility power quality issues, voltage or power fluctuations, improper electrical connection, improper grounding or bonding, system overload beyond rated capacity, or other electrical disturbances or issues.
Use of non-approved parts or accessories.
Installation, operation, or maintenance of the Goods in deviation from Seller’s written specifications or requirements.
Buyer-furnished or third-party equipment, materials, components, software, firmware, networks, and instruments (which may be covered under third party warranties if applicable).
Lack of maintenance, improper storage, improper ventilation or cooling, or adverse site conditions.
Performance degradation from component manufacturer limits (e.g., battery capacity reduction over time).
Use of Goods with incompatible chemicals, power systems, or other Goods, including but not limited to chemical incompatibility with elastomers, seals, tubing, or pump components.
Data loss, configuration loss, or system downtime associated with Goods use or integration.
Existing systems, existing code violations, existing electrical deficiencies, deteriorated equipment, or undocumented conditions.
Any failure, malfunction, damage, downtime, or loss resulting from Buyer's failure to implement and maintain reasonable cybersecurity measures. This includes, but is not limited to, unauthorized access, malware, ransomware, viruses, denial-of-service attacks, network intrusions, or any other cybersecurity incident affecting the Goods or associated systems.
Troubleshooting time if the issue is not caused by Seller’s defective workmanship or a Seller-manufactured Good.

Warranty Disclaimers

EXCEPT AS EXPRESSLY STATED HEREIN, SELLER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. GOODS ARE SOLD "AS-IS."

Remedy Limitation

The remedies set forth in Section 3(K) and this Section 7 are Buyer's exclusive remedies for defective Goods or Services.

EXCLUSIONS & LIMITATIONS

Excluded Losses

Seller shall not be liable for, and the warranty in Section 7 (including Section 3(K)) does not cover:

Components manufactured by battery manufacturers, inverter manufacturers, charge controller manufacturers, switches, and other component suppliers, which are covered under the manufacturer's warranty only, not Seller's warranty.
Any loss of data, settings, or configuration information.
Failure of the Goods to perform critical functions or loss of service.
Economic damages, plant downtime, lost production, lost profits, lost revenue, loss of use, process interruption, environmental penalties, utility interruption, replacement labor, owner backcharges, liquidated damages, delay damages, acceleration costs, or business interruption.

Environmental & Site Conditions

Seller is not responsible for performance degradation or failure caused by:

Ambient temperature extremes (Goods are specified for normal environmental ranges).
Moisture, flooding, or water intrusion.
Dust, sand, salt spray, or atmospheric contamination.
Improper grounding, bonding, or electrical installation.
System overload beyond rated capacity.
Inadequate ventilation or cooling.

Modifications & Alterations

Any modification, alteration, repair, or servicing performed by persons other than Seller personnel shall void the warranty for the affected Goods or Services or component thereof. Buyer assumes all liability for such modifications.

LIMITATION OF LIABILITY

Cap on Liability

IN NO EVENT SHALL SELLER’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS ARISING FROM OR RELATED TO THIS AGREEMENT AND THE APPLICABLE ORDER, INCLUDING BREACH OF WARRANTY, TORT, OR NEGLIGENCE, EXCEED THE TOTAL AMOUNT PAID BY BUYER FOR THE DEFECTIVE OR DISPUTED GOODS AND/OR SERVICES.

Excluded Damages

IN NO EVENT SHALL SELLER BE LIABLE FOR:

Indirect, consequential, special, incidental, or punitive damages.
Lost profits, lost business, lost revenue, loss of use, or other economic loss.
Personal injury, unless caused solely by Seller's gross negligence or willful misconduct.
Property damage, other than to the Goods themselves.
Service interruptions, or loss of productivity, operations, or system availability as a result thereof.

Force Majeure

Seller shall not be liable for any failure or delay in performance caused by circumstances beyond its reasonable control, including, but not limited to, acts of God, natural disasters, war, terrorism, pandemics, labor strikes, government action, supply chain disruption, or material shortages. In such events, delivery timelines shall be extended accordingly, and pricing may be adjusted if necessary.

Buyer Assumption of Risk

Buyer acknowledges that the Goods contain electrical components and energy storage devices that carry inherent risks. Buyer assumes all risk of loss, damage, or injury related to the Goods’ storage, transportation, installation, operation, and maintenance. Buyer shall maintain insurance appropriate for the project, property, operations, Goods, and risks at the site, including property insurance, builder’s risk insurance where applicable, general liability insurance, and any insurance required by the owner or a governing contract. Seller does not insure Buyer’s property, production, process, or existing equipment.

CANCELLATION POLICY

Cancellation Fee Structure

Cancellation of Orders by Buyer is subject to the following fee structure based on the stage of Order fulfillment:

15% of Order value if cancelled after Order receipt.
30% of Order value if cancelled after completion of engineering or drawings.
50% of Order value if cancelled after materials, hardware, or software have been ordered.
75% of Order value if cancelled after fabrication and/or programming has commenced.
90% of Order value if cancelled after majority of fabrication and/or integration is completed.

Cancellation Procedure

All cancellations must be made in writing to Seller and are subject to the fee structure above to cover costs incurred at each stage of production. Notwithstanding the foregoing, custom-built or specially ordered Goods are non-refundable. Seller reserves the right to charge for any additional costs incurred due to cancellation.

Once Goods have been shipped or Services have commenced, cancellation requests may not be honored. Buyer shall accept and pay for the full Order. Goods that are refused or returned shall be subject to the return policy in Section 10(C).

No Returns

Except as expressly provided herein: (i) all sales of Goods are final and (ii) Buyer shall have no right to return any Goods for any reason whatsoever unless Seller expressly agrees in writing, in its sole discretion (which may include shipping, restocking, or other fees). Any purported return without such prior written agreement shall be unauthorized and may be refused by Seller or returned to Buyer at Buyer’s expense.

GENERAL PROVISIONS

No Third-Party Beneficiaries

This Agreement benefits solely the parties hereto. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

Amendments

No modification or amendment to this Agreement shall be effective unless made in writing and signed by authorized representatives of both Seller and Buyer.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to conflicts of law principles. The parties exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

Jurisdiction & Venue

Both parties irrevocably submit to the following exclusive jurisdiction for the resolution of any disputes: the state courts located in Larimer County, Colorado, or the United States District Court for the District of Colorado. Each party waives any objection to jurisdiction or venue in such courts.

Dispute Resolution

Prior to initiating litigation, the parties agree to attempt, for a period of 30 days, to resolve disputes through good-faith negotiation. If after such 30-day period, negotiation fails, either party may pursue

arbitration or litigation as permitted by law.

Severability

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

Waiver

The failure of either party to enforce any right or provision shall not constitute a waiver of such right or provision and shall not preclude the party from enforcing such right or provision in the future.

Assignment

Buyer shall not assign, transfer, or sublicense any rights or obligations under this Agreement, without prior written consent of Seller. Any unauthorized assignment is void.

Confidentiality

All non-public, confidential, or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" in connection with this Agreement is confidential, solely for the use of performing the applicable Order, and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party without breach of any duty or obligation by Buyer or the third party.

Contact Information

All notices, invoices, and communications shall be sent to the addresses specified in the Order, or to such other address as either party may designate in writing.

Indemnification

Buyer shall indemnify, defend and hold harmless Seller (including Seller’s affiliates and their respective officers, directors, managers, equityholders, employees and agents) from any claims, damages, or expenses (including reasonable attorney fees) arising out of Buyer’s material breach of this Agreement, or negligence or misconduct.

Compliance with Law

Buyer shall at all times comply with all laws applicable to the operation of its business, this Agreement, Buyer's performance of its obligations hereunder, and Buyer's use of the Goods or Services. Without limiting the generality of the foregoing, Buyer shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase or use of the Goods or Services and (b) not engage in any activity or transaction involving the Goods or Services, by way of shipment, use, or otherwise, that violates any law.

Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Termination

In addition to any remedies that may be provided under these Terms, Seller may terminate this Agreement or any or all Orders with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement and such failure continues for ten (10) days after Buyer's receipt of written notice of nonpayment; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

Intellectual Property Rights

Seller shall remain the sole and exclusive owner of all right, title, and interest in and to all data, know-how, designs, production drawings, methodologies, software, materials and intellectual property rights related to the foregoing that are owned by or are developed by Seller (including any and all improvements to the foregoing that are made by or on behalf of Seller that arise in connection with Seller's performance hereunder), excluding any Buyer IP (as hereinafter defined) (the "Seller IP"). Buyer shall remain the sole and exclusive owner of all right, title, and interest in and to all data, know-how, designs, methodologies, software, materials and intellectual property rights related to the foregoing that are owned by or are developed by Buyer (including any and all improvements to the foregoing that are made by or on behalf of Buyer that arise separately from Seller's performance hereunder), excluding any Seller IP (the "Buyer IP"). If Buyer provides any comments, suggestions, or feedback to Seller with respect to Seller’s Goods or Services, Seller may use such information without obligation to Buyer. Buyer shall not reverse engineer, disassemble, decompile, decode, adapt, or take action to otherwise create a product competitive with the Goods or Services.