ROLLING WEDGE, LLC

General Terms and Conditions of Sale

- November 4, 2022 –

1. Exclusive Terms and Conditions.

These General Terms and Conditions of Sale, in combination with any quotation and any order acknowledgment which may have been supplied by Rolling Wedge, LLC to Buyer (collectively the “Agreement”), are intended by the parties as the final expression of their agreement and are the complete and exclusive statement of the terms and conditions of that Agreement for all transactions between the parties. In the event of any conflict of terms between any quotation, order acknowledgment, purchase order, or any other form provided by Buyer or Supplier and these terms and conditions, the terms and conditions contained herein shall govern. If a purchase order or any other form supplied by Buyer states terms or conditions which are additional to or different from those set forth herein, this writing shall be deemed notification of objection to such additional or different terms or conditions. Acceptance of the conditions contained herein shall be considered to have occurred unless written notice of objection is received by Seller prior to shipment of goods or delivery of services. No modification or rescission of this Agreement shall be effective unless made in writing and signed by both parties, nor shall this Agreement be waived, modified, rescinded or altered by any subsequent course of dealing or performance between the parties. Buyer agrees that this Agreement will apply to all Products and Services purchased from Seller. These terms constitute the complete agreement between the Seller with respect to the Buyer’s order, and the goods or services received by the Buyer are deemed to be delivered upon the terms and conditions contained in this document. Failure of either party to insist upon strict performance of any of the terms and conditions on both sides hereof shall not constitute a waiver of any such rights or remedies nor of any other rights or remedies under this contract. In addition to the rights and remedies reserved herein, the Seller also shall have all rights, and remedies provided by law.

2. Price and Confidentiality.

The prices quoted herein are for immediate acceptance and shipment, and may be changed by the Seller after fourteen (14) days without notice. Orders based on Rolling Wedge’s quotation and accepted by Rolling Wedge within this fourteen (14) day period will be invoiced as quoted, provided Buyer places no restriction on Rolling Wedge’s shipping the Buyer’s order within ninety (90) days from the day of the Seller’s acceptance. If a delivered price has been quoted, any charges at destination for spotting, switching, handling, storage, and other accessorial services and demurrage shall be borne by the Buyer and any increases or decreases in transportation charges shall be added to the quoted price. The Seller reserves the right to correct any obvious errors in specifications or prices, and adjust the prices on any alterations or changes requested or authorized by the Buyer after the Seller’s acceptance of the Buyer’s order. Buyer acknowledges and agrees that the pricing information is confidential and Buyer agrees not to disclose, directly or indirectly, to any 3rd party any portion of the pricing without written consent of Seller.

3. Taxes.

Any taxes, (sales, excise, or use) and duties where applicable which, under any existing or future law, the Seller may be required to pay or collect now or in the future with respect to the sale, purchase, delivery, storage, processing, use, consumption, or transportation of any of the goods or services covered hereunder shall, if not separately shown herein, be added as a separate item to the quoted price and shall be paid by the Buyer to the Seller on demand. The foregoing shall not apply to any taxes, the payment or collection by the Seller is excused by reason of delivery to the Seller by the Buyer of valid tax exemption certificates. If prices do not include sales or use taxes, the Buyer is liable direct to their local or state governments as the case may be for all local or state taxes that may be applicable, as the Seller is not licensed to collect such taxes.

4. Payment Terms

Unless otherwise expressly provided herein, payment shall be paid prior to shipment. When terms are provided, the invoice is due twenty (20) days from the date of each invoice, without discount. And, without regards to whether material furnished has delivered or held up in transit. Any cash discount, which may be expressly provided herein, applies only to the sale price of goods or services at the shipping point, and does not apply to any charges made for taxes, storage, loading, or transportation. On all past due accounts, interest maybe charged at a rate of one and a half (1 1⁄2%) per month due in advance and added to the invoiced amount at twenty-one (21) days from date of invoice and thirty (30) day monthly periods thereafter. On all past-due accounts all discounts will be negated; all collection charges will be added to the cost of the invoices. Payment is to be made in U.S. funds. Time is of the essence with respect to each and every payment. At the request of Seller, Buyer hereby agrees to execute such documents reasonably required to perfect Seller’s security interest in the product. Buyer shall not be entitled to set off, recoup or withhold any payment, or any portion thereof, which is due. Each shipment shall be treated as a separate and independent contract but if Buyer shall fail to fulfill the terms of payment under any contract, the Seller, at its option, may terminate this Agreement, seek any and all remedies to which Seller may be entitled, and terminate any further deliveries of products or services to Buyer under any agreement with Buyer, until payment shall have been made. Buyer agrees that Seller shall be entitled to recover from Buyer all of the reasonable costs and expenses of collection, including attorney's fees, which may be incurred by Seller in enforcing any obligation under this Agreement, including payment.

5. Set Off

The Buyer authorizes the Seller to apply toward payment of any moneys that become due to the Seller hereunder any sums, which may now or hereafter be owed to the Buyer by Rolling Wedge, LLC, or by any subsidiary or affiliated company.

6. Deliveries and Force Majeure.

Delivery dates are approximate and estimated, and are based on Seller’s prompt receipt of all necessary information from the Buyer. Any delivery schedule indicated herein is based on the Seller’s present estimate of the time required to complete the Buyer’s order after receipt of order. In the event of any delay in the Seller’s performance due in whole or in part to any cause beyond the Seller’s reasonable control, the Seller shall have such additional time for the Seller’s performance as may be reasonably necessary under the circumstances. Seller may make partial shipments of any one or more items covered by any quotation or acknowledgment and may ship from any location it may select. Seller shall not be liable for any loss, damage, detention, delay or failure to deliver resulting from causes beyond its reasonable control including (without limiting the generality of the foregoing) fire, explosion, flood, strike or other difference with workmen, accidents to Seller’s facility, acts of sabotage, shortage of facility, material or labor, delay in transportation, delay of supply of product to Seller, breakdown or accident, riot, insurrection, civil or military authority, governmental controls, pandemic, restrictions or regulations, whether legal or de facto, including but not limited to failure to obtain export or import licenses, a force majeure event occurring in respect to one of Seller’s suppliers and any other cause beyond Seller’s control. All delivery and performance periods shall be adjusted and extended as necessary due to any such occurrence.

7. Routing & Shipment

Unless as otherwise expressly requested by the Buyer and stated herein, shipment may be by carrier or other means selected by the Seller. However, though the Seller will try to select the route or means taking the lowest transportation rate, the Seller will accept no responsibility for failure to do so in this regard. Title and the right of possession to all goods or services and risk of loss will pass to the Buyer upon delivery by the Seller to the Buyer, the Buyer’s agent or shipping carrier at the point of shipment, no matter how freight is paid. The Seller will not be held responsible for delays of carriers or loss or damage to materials in transit resulting from anything occurring during, or attributable to, transportation, no matter how shipped i.e. whether shipped with freight prepaid, collect, allowed or otherwise. Shipments delayed at the Buyer’s request may be invoiced and dated on the day shipment is ready. Upon prior notification, the Seller reserves the right to make partial shipments and invoice pro-rate as these shipments are made. Claims for loss or damage due to shipment must be filled with the carrier by the Buyer the consignee. A shipping notice or packing slip will accompany each shipment indicating order number, contents, etc. No product may be returned to Seller without prior authorization of Seller.

8. Suspension

If in the Seller’s judgment reasonable doubt exists as to the Buyer’s financial responsibility, or if the Buyer is past due in payment of any amount owing to the Seller, the Seller reserves the right without liability and without prejudice to any other remedies, to suspend performance, decline to ship, or stop any material in transit, until the Seller receives payment of all accounts, whether or not due, owing to the Seller, or adequate assurance of such payment.

9. Warranties

There are no warranties which extend beyond the description on the face hereof. All implied warranties, including IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, are excluded.

10. Tolerances & Variations

All goods shall be subject to tolerances and variations consistent with usual trade practices and the Seller’s manufacturing variations and practices regarding dimensions, straightness, section, composition, and mechanical properties and shall be subject to deviations from tolerances and variations consistent with practical testing and inspection methods.

11. Substitutes

In so far as it does not affect the performance of the goods or services furnished hereunder the Seller may substitute as the Seller finds necessary and deem fit i.e., material types, sizes, etc.

12. Claims

If any goods received by the Buyer are damaged or if the quantities received by the Buyer do not agree with the quantities indicated on the shipping documents, and if the Buyer intends to assert any claim against the Seller on this account, the Buyer shall mark an exception on their receipt to the carrier and shall, within 15 days after receipt of such good, furnish the Seller detailed written information as to any damage or shortage. The Buyer shall advise the Seller in writing promptly after receipt of any goods or services and in no later than 30 days after such receipt, of any other claim the Buyer may have against the Seller with respect to such goods or services. If the Buyer has any claims against the Seller with the respect to any goods or services the Buyer shall afford the Seller a reasonable opportunity to inspect such. Any action for breach of this contract must be commenced within this thirty-day period, and no such action may be maintained which is not commenced within such period.

13. Exclusive Remedy

The Buyer’s exclusive remedy for any breach of contract, breach of warranty, failure or defect as to any goods or services and the Seller’s only liability for any such breach, shall be replacement or repair of such goods or services, or repayment to the Buyer of the purchase price paid by the Buyer for such goods or services, whichever such remedy the Seller shall select, and if the Seller elects to repay the purchase price of any such goods and so advise the Buyer, the Buyer must return such goods to the Seller immediately. In no event will the Seller be liable for incidental or consequential damage. No material shall be accepted for return without the Seller’s prior written consent and instruction.

14. Limitations

Any claim of breach of contract, breach of warranty, failure or defect shall be limited to ninety (90) days from the Buyer’s receipt of the goods or services.

15. Inspection

Where an inspection is made by the Buyer of work in progress, the Buyer’s Inspectors shall be deemed the Buyer’s agents with the authority to accept products on the Buyer’s behalf, waive specific tests, and accept products, which may deviate from formal specifications.

16. Tools, Dies & Fixtures

Unless otherwise expressly provided herein, tooling, set-up, fixtures, dies, fitting-up, drawings, design information, proprietary information, and preparation charges which may be developed for use in the production of the goods and services furnished shall be owned by the Seller and when invoiced to the Buyer cover only part of the cost thereof to the Seller. And, even though the Buyer is charged in whole or in part for the cost of such, the Buyer does not acquire any right, title or interest in any tooling, set-up, fitting-up, drawings, design information, or invention resulting there from.

17. Patent Infringement

If any of the goods are to be furnished to the Buyer’s specifications, the Buyer agrees to indemnify the Seller and the Seller’s successors and assigns, against all liabilities and expenses resulting from any claim of infringement of any patent in connection with the production of such goods. There is no warranty on the Seller’s part that the goods furnished hereunder are free from any third-person claim of infringement.

18. Compliance with Laws

Any clause required to be included in a contract of this type by any administrative regulation having the effect of law, is hereby incorporated herein. This contract is made and entered into the City of Peoria, State of Illinois, United States of America. It is subject to the laws of the State of Illinois.

19. Cancellation

This contract may be canceled or modified only by written agreement between the parties. Orders can only be canceled with the Seller’s written consent and then only upon such terms as the Seller may agree and which will reimburse the Seller for any and all indirect and direct expenses incurred in regard to such order. The Buyer’s insistence upon the Seller’s canceling or suspending fabrications or shipment, or the Buyer’s failure to furnish specifications when required may be treated by the Seller as a breach of contract by the Buyer, and the Seller may cancel any unshipped balance without prejudice to any other remedies the Seller have.

20. Purchase Status

Even though the Buyer in purchasing the goods and services furnished may only be acting as an agent, distributor, dealer, etc., to the actual user of the goods or services, the Seller may furnish hereunder and even though such use may not be under the Buyer’s control, the Seller will apply and hold the Buyer responsible for all the purchaser’s obligations and/or rights set forth herein, and the Seller will direct all claims for same to the Buyer, the party to whom the Seller confirm this order. And, any assignment by the Buyer of such claims or rights will in no way relieve the Buyer of this responsibility in this regard.

21. Publicity

Except as otherwise provided for herein, no details of the Buyer’s order to the Seller are confidential and the Seller may make public reference to this order as the Seller deems necessary.

22. Assignability

In performing or supplying the goods or services the Seller is to furnish, the Seller may assign or sub-contract for standard commercial supplies, raw materials, services, etc., as needed without restriction.

23. Confidential or Property Information

All knowledge and information that the Sellers have disclosed or hereafter disclose to the Buyer in connection with furnishing goods or services to the Buyer is, unless otherwise specifically agreed to in writing by the Seller, deemed to be confidential and/or proprietary information and shall be treated and governed by the restrictions that normally pertain to sensitive information of this type.

24. Technical

We will furnish one (1) set of specifications (including installation instructions, and parts list), upon request in writing, covering the equipment the Seller furnishes and any other information as needed i.e. general arrangement drawings, bills of material, etc., covering goods or services furnished by the Seller. All of this material is however furnished by the Seller with the express understanding that it is to remain the Seller’s property subject to the Seller’s disposition or to be disposed of by the Buyer in a proper manner. And, that it is understood the Buyer has no right, will be held liable for, and is not free to license to make or have made component parts, replacements of, or copies of equipment furnished by the Seller.

25. Entire Agreement

This contract sets forth and constitutes the sole terms and conditions of sale and supersedes all previous communications, representations or agreements, whether oral or written between the parties. No other terms, conditions or understanding whether oral or written shall be binding upon the Seller, unless hereafter made in writing and signed by the Seller’s authorized representative. Further, no statement, recommendation or assistance made or offered by the Seller or the Seller’s representative to the Buyer or the Buyer’s representative, in connection with the use of any products sold by the Seller, shall constitute a waiver by the Seller of any of the provisions herein or change the Seller’s liability as herein defined. Where rubber stamp and written notations appear on the face of this order: In the event of conflict, they take precedence over any printed conditions appearing elsewhere on this order.

26. Export Restrictions; Foreign Corrupt Practices Act.

Buyer acknowledges that the Products are subject to the U.S. Export Administration Regulations, as amended, and other applicable laws and related regulations (collectively, "Regulations"). Buyer hereby gives assurance, with respect to the Products and any U.S. origin technical data provided by Seller, that Buyer shall comply with the Regulations, and Buyer agrees that it shall not sell, transfer or deliver, directly or indirectly, any part or portion of the Products or related documentation supplied by Seller pursuant to this Agreement to any person or organization in violation of such Regulations. Additionally, Buyer acknowledges that Seller does not participate in any activities that would violate the U.S. Foreign Corrupt Practices Act (the "Act") and Buyer agrees that, to the extent the Act applies to it, Buyer shall not violate the Act. Buyer shall indemnify and hold harmless Seller and its affiliates from and against any and all damages, liabilities, penalties, fines, costs and expenses, including attorney's fees, arising out of claims, suits, allegations or changes of Buyer's failure to comply with the provisions of this Paragraph 29. Any failure of Buyer to comply with the requirements of this Paragraph 29 shall be a material breach of this Agreement.

30. Limitation on Liability.

In no event shall Seller be liable for any special, indirect, consequential, incidental, or punitive damages, whether arising under contract, warranty, tort, negligence, strict liability or any other theory of liability, including but not limited to loss of profits, loss of use of the Products or Services, or loss of goodwill. Notwithstanding whether any remedy fails of its essential purpose or otherwise, in no event shall Seller's liability for any Products or Services supplied hereunder exceed the purchase price paid by Buyer to Seller for the applicable Products or Services, regardless of whether the claim is based on contract, tort, warranty or any other theory of liability.

31. Indemnification.

Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys' fees), regardless of the theory of liability, incurred by or threatened to Seller in connection with any modifications by Buyer to the Products or Services supplied hereunder, the incorporation of the Products into any product, the extension of any warranties beyond those provided herein, or any other acts or omissions of Buyer related to the sale or distribution of the Products or Services provided by Seller.

32. General Terms, Venue, Choice of Law and Arbitration.

This order may be performed and all rights hereunder against Buyer may be enforced by Seller or by any one or more of the corporations’ subsidiaries to or affiliated with Seller or in part by Seller and in part by one or more of such subsidiary or affiliated corporations. No rights arising under this Agreement may be assigned by the Buyer unless expressly agreed to in writing by the Seller. Buyer agrees, at its own expense, promptly to take such steps and execute such documents as may be required to satisfy any law or requirements in Buyer’s country to render this Agreement valid. Failure of Seller to enforce any of the terms, conditions and limitations contained in this Agreement shall not be construed as a waiver thereof or a waiver of any other terms, conditions or limitations herein, and the failure of Seller to exercise any rights arising from default of Buyer or otherwise shall not be deemed to be a waiver of such right or any other right. The invalidity or unenforceability of any provision or term hereof shall not affect in any way the remainder of the provisions or terms of this Agreement. The parties agree to binding arbitration of any controversy or claim arising out of or relating to their purchase agreement, which shall be settled exclusively in accordance with the rules of the American Arbitration Association. Any arbitration proceedings shall take place in Peoria, Illinois and with punitive damages excluded from arbitration judgment. The parties knowingly waive their right to jury trial. This agreement shall be governed by the laws of the State of Illinois excluding the application of its conflicts of laws. Unless Seller, in its sole discretion, brings a claim against Buyer in a different court of competent jurisdiction, any and all claims, actions or proceedings arising out of this Agreement shall be brought only in the State or Federal District Courts in Peoria County, Illinois and Buyer hereby irrevocably submits to the jurisdiction and venue of any such court, and waives all objections to venue and convenience therein.