Standard Terms and Conditions of Sale

1. Offer, Governing Provisions, and Termination. This writing is an offer by PTLX Global, LLC (“Company”) to sell the goods and/or services described herein to the customer to which this offer is addressed (“Customer”), subject to the terms and conditions set forth herein. This writing is not an acceptance of any offer made by Customer; and Company hereby objects to and rejects any additional or different terms, which may be contained in any of Customer’s purchase order, acknowledgement or other forms, or in any other communication heretofore or hereafter received from Customer. This offer expires thirty (30) days from its date unless otherwise extended by Company. THIS OFFER, WHEN ACCEPTED BY CUSTOMER, BY ACCEPTANCE OF GOODS OR SERVICES OR OTHERWISE, SHALL FORM A BINDING CONTRACT AND CONSTITUTE THE ENTIRE AGREEMENT BETWEEN COMPANY AND CUSTOMER. No agreement formed pursuant to this offer may be cancelled or altered by Customer except upon terms and conditions acceptable to Company, as evidenced by Company’s written consent.

2. Prices and Shipment. Prices and product design are subject to change at any time and without notice. Federal and State taxes, if applicable, are not included. Invoices are payable in U.S. funds unless otherwise noted. Prices that are acknowledged on orders are current prices. All products shipped FCA (Company’s Factory), unless otherwise agreed to by Company.

3. Payment Terms. Subject to approval of Customer’s credit, net payments shall typically be due thirty (30) days from invoice date unless otherwise agreed to or specified differently on the RFQ and in writing. At the Company’s sole discretion, alternative payment arrangements, including but not limited to full payment in advance, may be required prior to any work or delivery.

Past-due invoices are subject to a service charge, calculated on the outstanding balance, at the lesser of (i) the rate of one and one-half percent (1-1/2%) per month or (ii) the highest rate authorized by applicable law. Upon notice to Company pursuant to Section 7, disputed items shall not be subject to a service charge, provided that Customer does not withhold payment of any undisputed items.

4. Taxes and Other Charges. Any manufacturer’s tax, use tax, sales tax, excise tax, value-added tax, duty, custom, inspection or testing fee, or any other tax, fee or charge of any type whatsoever imposed by any governmental authority on or measured by the transaction between Company and Customer shall be paid by Customer in addition to the prices quoted or invoiced, unless specified in the official estimate, or pro-forma invoice.

5. Limited Warranty. PTLX Global, LLC (“Company”) warrants its products against defects in material and workmanship for either three (3) or five (5) years from the date of invoice, as specified on each product’s specification sheet. During the applicable warranty period, the Company will, at its option, either repair or replace any properly installed product that is the subject of a valid warranty claim, provided that the Company receives written notice of such warranty claim prior to the expiration of the warranty period.

If a repair part or replacement product is not available, a comparable product may be substituted at the Company’s discretion. These remedies constitute Customer’s sole and exclusive remedies for any valid warranty claim hereunder.

This warranty does not cover Third Party Products and Components, transportation, installation, or replacement charges incurred by Customer. The warranty ceases to apply if: (i) the product has been altered or modified; (ii) the defect or failure is due to abnormal site or operating conditions; (iii) the product is damaged by abuse, fire, explosion, lightning, flooding, or other acts of God; or (iv) the uninstalled product has been stored in wet or damp conditions.

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ANY OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE.

Upon acceptance of a valid warranty claim, Customer shall return the defective product to Company, transportation prepaid.

6. Risk of Loss. Title and risk of loss of goods shall pass to the Customer FCA (Company’s Factory), upon the earlier of Company’s delivery to carrier or delivery into storage, regardless of whether the transport medium or storage facilities are owned and/or operated by Company, and regardless of whether Company charges Customer for storage.

7. Claims. All claims for defective or damaged product or deficient orders must be made by Customer in writing fully describing the nature of the alleged claim within thirty (30) days after receipt thereof by Customer. Photographic evidence is required for all claims. Customer’s failure to notify Company shall constitute irrevocable acceptance of the product and a waiver of any defect, damage, or shortage. Claims for damage or loss in transit must be made by Customer directly against the carrier.

8. Returns. Products may be returned to Company only when Company’s written permission is obtained by Customer in advance. Goods may not be returned unless they are in marketable condition. Returned products must be securely packaged and be delivered to Company prepaid and without damage. Any cost incurred by Company to put products in marketable condition will be charged to Customer. Additional charges may apply. No returned product will be accepted without all packages marked with authorized Return Material Authorization (“RMA”) number. The package must include a copy of the RMA number in order to ensure prompt credit on return. All RMAs expire 60 days from date of issuance. Unmarked shipments will be refused by Company.

9. Limitation of Liability; Indemnification. The Company’s liability with respect to breaches of warranty shall be limited as provided in Section 5 hereof. With respect to other breaches of this contract, the Company’s liability shall in no event exceed the contract price. IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, WHETHER FOR BREACH OF CONTRACT OR WARRANTY, NEGLIGENCE OR OTHER TORT, ON ANY TYPE OF STRICT LIABILITY THEORY OR ANY OTHER THEORY OF LIABILITY. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COMPANY SPECIFICALLY DISCLAIMS ANY LIABILITY FOR PENALTIES (INCLUDING ADMINISTRATIVE PENALTIES), SPECIAL OR PUNITIVE DAMAGES, DAMAGES FOR LOST PROFITS OR REVENUES, LOSS OF USE OF PRODUCTS OR ANY ASSOCIATED EQUIPMENT, COST OF CAPITAL, FACILITIES, SERVICES, LABOR OR SALARIES, DOWNTIME, SHUT-DOWN OR SLOWDOWN COSTS, SPOILAGE OF MATERIALS, OR FOR ANY OTHER TYPE OF ECONOMIC LOSS. All the limitations and disclaimers contained in this paragraph and in the rest of this contract shall apply to claims of Customer’s clients or any third party asserted by Customer against Company for indemnity or contribution, as well as direct claims of Customer against Company. Customer shall indemnify Company against any and all losses, liabilities, damages, and expenses (including, without limitation, attorneys fees and other costs of defending any action) which Company may incur as a result of any claim by Customer or others arising out of or in connection with the products and/or services sold hereunder and based on product or service defects or failures not proved to have been caused solely by Company’s negligence or, in the event of resale, by virtue of Customer’s failure to properly disclaim all implied warranties and consequential damages.

10. Insolvency and Bankruptcy. In the event that Customer: (a) undertakes an assignment for creditors’ benefit, (b) acknowledges in writing its incapacity to meet financial obligations, (c) becomes subject to bankruptcy proceedings, or (d) agrees to the appointment of a receiver for its assets, Company reserves the right to immediately terminate any existing agreements upon written notification. Such termination does not absolve either party of obligations incurred prior to the termination notice date.

11. Non-Waiver. The failure of either party to enforce any provision of this agreement, or to exercise any right herein, shall not be construed as a waiver or relinquishment of such provision or right. Furthermore, any delay or omission in exercising any right or power under this agreement shall not impair or be interpreted as a waiver of such right or power in the future.

12. Performance Delays. Company shall not be held responsible for damages or penalties resulting from delays in performance due to circumstances beyond its reasonable control. These circumstances may include, but are not limited to, natural disasters, severe weather, transportation issues, supplier delays, or any other force majeure events. In cases where Company cannot fulfill the total product quantity anticipated, it maintains the right to distribute available supply among its customers, affiliates, and itself in a manner it deems equitable.

13. Prohibition of Assignment. Customer may not transfer or assign any rights granted under this agreement without obtaining prior written approval from Company. All terms and conditions herein shall be binding upon and benefit any successors or permitted assigns of the parties involved.

14. Legal Compliance. Company affirms that all goods are manufactured in accordance with the relevant provisions of the Fair Labor Standards Act, including but not limited to sections 6, 7, and 12, as well as applicable regulations and directives issued by the United States Department of Labor under section 14 thereof.

15. Severability Clause. Should any provision within this contract be found invalid or unenforceable under law, such finding shall not affect the validity or enforceability of the remaining provisions. The contract shall be interpreted as if the invalid or unenforceable provision had not been included.

16. Jurisdiction and Applicable Law. This agreement shall be interpreted and enforced under the laws of Washington State, without regard to its conflict of law principles. The 1980 U.N. Convention on Contracts for International Sale of Goods shall not govern the rights and obligations of the parties. Any disputes arising from this agreement shall fall under the exclusive jurisdiction of state or federal courts in the county where Company’s headquarters are located. Customer hereby consents to such jurisdiction and waives any objections to this forum.

17. Business Communications. By engaging in business with Company, Customer consents to receive various business-related communications. These may include, but are not limited to, information about products and services, updates on new and existing offerings, promotional materials, customer support communications, surveys, and account-related notifications. Company retains the right to send such communications as part of its normal business operations.