Terms and Conditions of Sale

Sales under these terms and conditions (these “Terms”) are by Power Grid Components, Inc., a(n)  Delaware Corporation, (“Seller”) to the entity named as the buyer or purchaser (“Buyer”) in the  documentation to which these Terms are attached or with which they are associated and are conditional  upon Buyer’s agreement with these Terms and only these Terms. If these Terms are first tendered to Buyer  before Buyer tenders a purchase order or similar document to Seller, these Terms are in lieu of any terms  later submitted by Buyer and Seller rejects all additional or different terms and conditions of Buyer, whether  confirmatory or otherwise. If Seller tenders these terms after the tender by Buyer of other terms, whether  as part of a purchase order or otherwise, then Seller’s acceptance of any offer by Buyer associated with  Buyer’s terms is expressly conditioned upon Buyer’s acceptance of these Terms exclusively and to the  exclusion of any proffered Buyer terms or conditions, regardless of whether these Terms contain any terms  additional to, or different from, any terms proffered by Buyer. Buyer’s performance, or acceptance of, or  payment for, any products from Seller will constitute Buyer’s acceptance of these Terms exclusively. These  Terms, together with any associated description of the products and quantity and price terms that are the  subject of the purchase and sale transaction under these Terms constitute an “Agreement.” Where the  accompanying quote or reverse of this document consists of a quotation, the quotation remains open for  acceptance for a period of 30 days or such other period as specified in the quotation. Except for an officer  of Seller, no representative of Seller has any authority to waive, alter, vary, amend, or add to the terms  hereof. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN SELLER  AND BUYER WITH RESPECT TO THE MATTERS ADDRESSED HEREIN.

1. DESCRIPTION OF PRODUCTS: Seller agrees to sell, and Buyer agrees to purchase, the products described as part of this Agreement.  

2. PRICES: The prices for the products are based on the terms and conditions herein, including the shipping terms, limitations of liability and warranties, and all such terms and conditions are  material to the sale of the products. All quotations and invoices show the net selling price of each item  quoted. In the event of a mathematical error, the quoted price per product governs.  

3. TERMS OF PAYMENT: Buyer will pay the fees specified in each invoice provided by Seller in United States Dollars within thirty (30) calendar days after the invoice date. Any amount due under  this Agreement that remains unpaid after its due date will bear interest from the date that such payment  became delinquent until the date it is paid in full at the lower of 1.5% per month or the maximum rate  permitted by law. Seller reserves the right to establish, revoke or modify credit terms for Buyer at any time.  No discounts are allowed. Buyer will pay any collection fees, legal fees, or court costs incurred by Seller  to collect past due amounts. No offsets or setoffs of payments due to Seller hereunder are allowed with  respect to any other agreement between the parties. If Buyer fails to make payment when due or defaults in  any other way, Seller may, at its option, without limiting any of its other rights or remedies available under  these Terms or applicable law, and until Buyer’s account is current: (a) withdraw credit and suspend or  cancel performance under any this Agreement; and/or (b) reschedule shipment. Seller may invoice  separately for each shipment and, in any case, Buyer will pay for each shipment as invoiced without regard  for other shipments.  

4. SECURITY: Buyer grants to Seller a security interest in the products supplied under this Agreement and any proceeds thereof and accessions thereto as security for Buyer’s obligations (payment  and otherwise) to Seller. Seller may file any financing statement or similar document and/or take any other  action permitted by applicable law to perfect and enforce such security interest and, if local law requires that a financing statement or similar document be signed or otherwise acknowledged by a debtor party,  Buyer authorizes Seller to execute and deliver on Buyer’s behalf any such document.

5. TAXES AND OTHER CHARGES: In addition to the prices quoted or invoiced, Buyer  will pay any sales tax, excise tax, use tax, value added or consumption tax, customs duty (that is assessed  on the purchase or delivery of Product(s) to a destination outside of the U.S.A.), fee or charge of any nature  whatsoever imposed by any governmental authority on or measured by the transaction between Seller and  Buyer. In the event Seller is required to pay any amount, Buyer will reimburse Seller therefore; or provide  Seller, at the time the order is submitted, an exemption certificate or other document acceptable to the  authority imposing the same. Seller does not accept and will not pay any fines, penalties or chargebacks  from Buyer for any reason.

6. DELIVERY, RISK OF LOSS, CLAIMS AND FORCE MAJEURE:

a. All prices quoted for products are Ex-Works (Incoterms 2020) at a facility  determined by Seller, unless otherwise noted by Seller (“Seller’s Shipping  Facility”). Risk of loss or damage of the products are transferred to Buyer when  the products are made available to Buyer at Seller’s Shipping Facility. All delivery  dates are approximate. Seller shall not be liable for any claim, loss, expense, or  damage of any kind whatsoever for delays, or loss or damage in transit. Claims for  loss or damage shall be made solely against the carrier. Seller may, in its sole  discretion, without liability or penalty, make partial shipments of Goods to Buyer.  Each shipment will constitute a separate sale, and Buyer shall pay for the units  shipped whether such shipment is in whole or partial fulfillment of Buyer’s  purchase order.

b. Buyer shall inspect the products upon receipt, and Buyer shall immediately notify  Seller in writing of any claims that the products are different than identified in  Buyer’s purchase order whereupon Seller shall determine the remedy pursuant to  Section 7. Failure to give such written notice upon receipt will constitute  irrevocable acceptance by Buyer of all products.  

c. Seller will not be liable for failure to deliver or for delays in delivery of the  products to the extent arising out of or related to causes beyond its reasonable  control, including, without limitation, acts of God or of the public enemy, acts of  any governmental authority, fires, floods, other casualties, severe weather,  pandemics, epidemics, quarantine restrictions, strikes, labor disputes or shortages  of labor, embargoes, port strikes, wars, riots, civil commotion, shortage of rail cars  or semi-tractors and trailers, delays in transit, difficulty or inability to secure  necessary parts or materials (whether at all or at the prices assumed by the Seller  at the time of the price quotation), any increase in costs of materials resulting from  the imposition of antidumping or countervailing duties and any increases in costs  of materials resulting from the imposition or expansion of tariffs. The threat or  existence of any such event at the time that the parties enter into this Agreement shall not be deemed to make such event within Seller’s reasonable control.

7. WARRANTY; DISCLAIMER: Seller’s products will be free of defects related to the  material and/or workmanship of the products for one (1) year from the date of shipment by Seller. The  foregoing warranty does not cover any misapplications or misuse of any Product. Buyer must promptly notify Seller of any claim under this warranty. Buyer’s exclusive remedy for any breach of this warranty  will be the repair or replacement, at the Seller’s option, of any defective Product that is returned to the  Seller within one year from the date of shipment. Any claims not made during the warranty period are  deemed waived. Seller’s warranty does not attach to products or parts not manufactured by Seller. In the  event that Seller repairs or replaces an item pursuant to this warranty, the warranty period will continue to  commence from the original date of delivery of the initial Product and will not restart with the repair or  replacement. Any agreement created between Seller and Buyer is subject to the specific conditions that (a)  Seller is not obligated to provide insurance or indemnify Buyer, and (b) there are no flow-downs from any  person or entity including the federal government that become part of the agreement. Upon the occurrence  of any event described in Section 11(d)(i)-(vi) without the prior written consent of Seller, this warranty  shall be void. The foregoing warranty runs only to the Buyer and is non-transferable and is of no force and  effect if asserted by any person other than the Buyer. EXCEPT AS SET FORTH HEREIN, SELLER  DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER,  WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION,  ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS  FOR A PARTICULAR PURPOSE OR ANY WARRANTY ARISING FROM A COURSE OF  DEALING OR USAGE OF TRADE. NO PERSON (INCLUDING ANY AGENT, DEALER OR  REPRESENTATIVE OF SELLER) IS AUTHORIZED TO MAKE ANY REPRESENTATION OR  WARRANTY CONCERNING PRODUCTS EXCEPT TO REFER BUYER TO THIS  AGREEMENT. BUYER WARRANTS THAT BUYER HAS NOT RELIED ON ANY OTHER  WARRANTIES OR REPRESENTATIONS CONCERNING THE PRODUCTS OR THIS  AGREEMENT.

8. LIMITATION OF LIABILITY: SELLER WILL NOT BE LIABLE FOR ANY  LOSS OF PROFIT, INTERRUPTION OF BUSINESS OR ANY OTHER SPECIAL,  CONSEQUENTIAL OR INCIDENTAL DAMAGES SUFFERED OR SUSTAINED BY BUYER  FOR ANY REASON. IN NO EVENT WILL SELLER’S AGGREGATE LIABILITY TO BUYER  ARISING UNDER OR IN ANY WAY RELATED TO THIS AGREEMENT FOR ANY REASON  (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING FROM NEGLIGENCE OR ON  THE BASIS OF STRICT LIABILITY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY  BUYER TO SELLER HEREUNDER FOR THE LINE ITEM OF THE PRODUCT GIVING RISE  TO A CLAIM UNDER THIS AGREEMENT.

9. CANCELLATIONS; RETURNS: All items are produced for Buyer, and as such, once  Seller commences production of products and/or determines a shipping or delivery date with regard to the  same, Seller will be entitled to provide, ship, and/or deliver such products and receive payment therefor and  Buyer may not cancel or revise the timing for receipt of such products or return the products.

10. STORAGE: If, because of Buyer’s inability to take delivery, the products are not shipped,  stopped in transit or returned to Seller, Seller may store the products for Buyer at Buyer’s expense and risk.  Risk of loss shall pass to Buyer when the products are placed in storage and such date shall constitute the  date of shipment for purposes of beginning the warranty and payment periods. Upon request by Seller,  Buyer shall remit payment to Seller for such costs and expenses.

11. INDEMNIFICATION: Buyer shall defend, indemnify and hold Seller, its affiliates and  their respective officers, directors, members, managers, representatives, agents and employees harmless  from and against all claims, suits, demands, losses, liabilities, damages (including injury and death) and  expenses (including reasonable attorneys’ fees) (collectively, “Losses”), arising out of or relating to: (a)  Buyer’s or its agent’s provided specifications, design, structure, operating, material or method of making  products (“Buyer’s Specifications”), including without limitation, any resulting violation of intellectual  property or proprietary rights; (b) Buyer’s non-compliance with any law; (c) breach of this Agreement or any agreement by Buyer; (d) products subjected to: (i) improper installation or storage; (ii) accident,  damage, abuse or misuse; (iii) abnormal operating conditions or applications; (iv) operating conditions or  applications above the rated capacity of the products; (v) repairs or modifications made to all or part of the  products without the prior written consent of Seller; or (vi) a use or application other than or varying in any  degree from either the product specifications or instructions.

12. INSURANCE: Buyer shall, at its own expense and in accordance with industry standards,  maintain and carry insurance in full force and effect. Upon Seller’s request, Buyer shall provide Seller with  a certificate of insurance. Buyer shall provide Seller with 30 days’ advance written notice in the event of a  cancellation or material reduction of coverage in Buyer’s insurance policy. Except where prohibited by law,  Buyer shall waive, and shall require its insurer to waive, all rights of subrogation against Seller’s insurers and Seller.

13. CONFIDENTIALITY: All non-public information of Seller, including all quotations,  pricing information and purchase orders, is confidential, solely for the use in performing hereunder and  may not be disclosed, used or copied unless authorized by Seller in writing.

14. TERMINATION: If (a) Buyer fails to pay in accordance with this Agreement; (b) Seller  anticipates that Buyer will fail to pay in accordance with this Agreement; (c) Buyer 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; or (d) Buyer fails to  comply with any provision of this Agreement, Seller may terminate this Agreement as to unshipped portions  of the products and terminate any applicable materials orders placed with its suppliers, and Buyer will  remain liable for shipped products and any costs previously incurred by Seller with respect to already  purchased materials orders and any cancellation fees with respect to any materials orders. If Seller elects  to continue to make shipments after the Buyer has failed to make payment for the shipment in advance or  fails to provide adequate assurances of performance, no action by Seller shall constitute a waiver of any  default by the Buyer or in any way affect Seller’s remedies for any such default.

15. PRODUCT CHANGES: Seller may, at any time and without notice to the Buyer, change  the product(s) in any way that does not adversely affect the form, fit or function of the product(s) in any  material respect. If Buyer at any time directs changes or causes Seller to make changes to the product(s),  drawings, or specifications of the products(s), including, but not limited to, such matters as inspection,  testing, or quality control, Seller may terminate the Agreement with respect to the items affected by such  change(s) or reasonably change the time for performance and/or the price of product(s) to take into account  the changes to the products, timing and delivery.

16. TECHNICAL ASSISTANCE: Except as provided for in a separate signed agreement or  as expressly stated in this Agreement, Seller will not be required to provide technical advice, facilities or service in connection with any Agreement or the products supplied.

17. 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.

18. ASSIGNMENT: Seller may subcontract the performance of any obligation of Seller under  any Agreement, provided only that Seller remains primarily liable for the performance of the obligation.  Buyer may not assign any right or obligation under any Agreement. Seller may assign any right or obligation under any Agreement and, provided only that Seller’s assignee has assumed the obligation(s) of  Seller, Seller will, upon such assignment, have no further liability as to the assigned obligations.  

19. MISCELLANEOUS: This Agreement is governed by the laws of the State of Texas, without giving effect to its conflict of laws principles. Buyer hereby irrevocably consents and submits to  the exclusive jurisdiction and venue of the state and federal courts in Texas. The United Nations  Convention for Contracts for the International Sale of Goods is explicitly excluded. Each provision  contained in this Agreement constitutes a separate and distinct provision severable from all other provisions.  If any provision (or any part thereof) is unenforceable under or prohibited by any present or future law,  then such provision (or part thereof) will be amended, and is hereby amended, so as to be in compliance  with such law, while preserving to the maximum extent possible the intent of the original provision. Any  provision (or part thereof) that cannot be so amended will be severed from this Agreement; and, all the  remaining provisions of this Agreement will remain unimpaired. No modification, addition or deletion, or  waiver of any rights under this Agreement is binding on a party unless made in a non-preprinted agreement clearly understood by the parties to be a modification or waiver, and signed by a duly authorized representative of each party.