Terms of Purchase

1. Acceptance of Contract Terms

By selling any goods ("Products") to Powerwerx, the seller ("Seller") agrees to be bound by (a) all of the provisions set forth herein (the "Terms of Purchase"), and (b) the terms and conditions on any purchase order sent to Seller by Powerwerx (an "Order"), all of which taken together constitute a single agreement between Seller and Powerwerx (collectively, the "Agreement"). An Order shall be deemed accepted by Seller if Seller acknowledges the Order, ships or causes shipment of Products under the Order or otherwise commences performance of its obligations under the Order. Any conflict between the Terms of Purchase and an Order shall be resolved in favor of the Order. The Agreement constitutes the exclusive agreement between Seller and Powerwerx with respect to its subject matter and supersedes all prior negotiations, term sheets or other documents to the extent that any of them concern the same subject matter. The Agreement may not be supplemented by any course of dealing, course of performance or trade usage. Terms and conditions not expressly included in the Agreement shall not apply to any Order unless expressly agreed by Powerwerx in writing or except as provided by the Uniform Commercial Code as adopted in California. Orders are governed by the then current version of the Terms of Purchase.

2. Orders; Shipment

Powerwerx may without incurring any liability cancel any Order in whole or in part at any time before any shipment has been made by Seller of any of the Products that are subject to the Order in question. Title and risk of loss for each shipment of Products from Seller to Powerwerx passes to Powerwerx upon delivery of the Products at the Powerwerx facility specified as the place for delivery in the Order.

3. Representations, Warranties and Covenants of Seller

3.1 Seller acknowledges that Powerwerx sells the Products throughout the United States and the world, and its customers include end-users, manufacturers, retailers and other distributors. Seller represents, warrants and covenants to Powerwerx as follows, and these representations, warranties and covenants shall survive any inspection, installation, acceptance or resale of Products by Powerwerx and its customers: (a) except to the extent expressly described to Powerwerx by Seller in writing as provided in the following subpart (b), all aspects of the Products, the manufacture and sourcing thereof or of any component thereof, and the sale of the Products to Powerwerx (including without limitation design, manufacture, marketing and sale, labeling, shipment and invoicing) comply with all laws applicable to Powerwerx (all of the foregoing are referred to singly and collectively as "Applicable Laws"); (b) Seller has informed Powerwerx in writing of any Applicable Laws that prohibit or restrict sales of Products in any jurisdiction or for any certain use or uses; (c) the Products are properly registered for sale, and Seller or the manufacturer of the each of the Products, if Seller is not the manufacturer, is properly registered, in each and every jurisdiction where any such registration is required in order for the Products to be lawfully sold; (d) Powerwerx has no obligation under Applicable Laws to inspect or repackage the Products prior to resale; (e) each of the Products is merchantable and free of defects in design, material and workmanship; (f) all weights, measures, sizes, legends, descriptions or other labels printed or stamped on, attached to or otherwise indicated with regard to the Products are accurate, complete and in all other respects comply with the Applicable Laws, and none of the Products constitute counterfeit goods; (g) none of the Products, nor the sale thereof by Powerwerx to any of its customers, infringes upon, violates or constitutes an improper use of any patent, trademark, copyright, trade secret or other intellectual property right, whether created by Applicable Laws or by contract or otherwise, of any third party; (h) the Products were not manufactured through government-assigned labor, indentured or involuntary labor, or by workers under the minimum working age requirements, and in no event under the age of 14 years; (i) the Products were produced and delivered in accordance with the Fair Labor Standards Act of 1938, as amended, and all regulations and orders issued thereunder or relating thereto (including without limitation relative to equal employment opportunity), (j) the Products contain no asbestos whatsoever; (k) to the extent the Products were produced in a country that is a party to the United States-Mexico-Canada Agreement ("USMCA"), the tariff reductions and exemptions provided under USMCA for goods of the type covered by this Order will apply to the Products, and Seller shall maintain all records required under USMCA to evidence that applicability and if there is a change in the country of origin of any Product, Seller shall promptly notify Powerwerx in writing; (l) Seller shall comply with the requirements of 41 C.F.R. 60-300.5(a) and 41 C.F.R. 60-741.5(a), which prohibit discrimination against qualified individuals on the basis of disability or protected veteran status and require affirmative action to employ and advance in employment qualified individuals with disabilities and protected veteran status, and with Section 202 of Executive Order 11246 and 41 C.F.R. 60-1.4(a)(7); and (m) the Seller has taken reasonable measures to ensure that the Products are free of so-called "conflict minerals" originating from ore mined in the Democratic Republic of the Congo or an adjoining country. As that term is defined under applicable U.S. law, including but not limited to section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, "conflicts minerals" refers to tantalum, tin, tungsten, gold and any other mineral identified as a conflict mineral by the U.S. Secretary of State; and (n) to the extent applicable, Seller shall comply with the "Safe Harbor" "on product" consumer product exposure warning requirements of the Safe Drinking Water and Toxic Enforcement Act of 1986, Cal. Health & Safety §§ 25249.5, et seq., as amended, and Proposition 65, Cal. Code Regs. tit. 27, §§ 25600, et seq., as amended.

3.2 Seller shall on a timely basis furnish Powerwerx with all requisite instructions, warnings and safety data sheets in accordance with Applicable Laws.

3.3 Seller shall not, whether directly or indirectly, use Powerwerx's name, trade dress or other intellectual property or refer to, whether directly or indirectly, Powerwerx in any label or otherwise in connection with any of the Products or any activity conducted by or on behalf of Seller. Except to the extent required under Applicable Laws, Seller shall not without the prior written consent of Powerwerx (a) publicize or disclose to any third party the existence of this Agreement or the contents herein, or (b) advertise or otherwise claim that the Products are sold by Powerwerx.

3.4 If Seller discovers any quality or safety-related defects or concerns relating to any of the Products, Seller shall immediately notify Powerwerx in writing about the defects or other concerns in reasonable detail. If Seller or Powerwerx determine that a recall is warranted, or if any governmental or other agency orders or requests any recall with respect to any of the Products, Seller shall (i) if the recall determination is not made by Powerwerx, provide prompt written notice to Powerwerx about the recall in question, and (ii) comply with all Applicable Laws affecting the recall and with the reasonable instructions given by Powerwerx to the extent applicable to the Products. In the event of a recall or other remedial action concerning a Product, Seller shall furnish a new, non-defective Product to Powerwerx in replacement of each recalled Product and this remedy is not exclusive.

3.5 Seller shall promptly in response to any request made by Powerwerx from time to time furnish to Powerwerx a certification in form and substance reasonably acceptable to Powerwerx evidencing that, with respect to the Agreement or any specific portion thereof as may be designated by Powerwerx in its request, Seller's representations and warranties are true, correct, complete and, as applicable, fully fulfilled, and that Seller is not in breach of any of Seller's covenants, or, if any one or more of the foregoing certifications cannot truthfully be made, describing in reasonable detail the reason or reasons, as the case may be, why any one or more of the foregoing certifications cannot be truthfully made.

4. Indemnification

Seller shall indemnify and hold Powerwerx and its directors, officers, employees and agents (singly an "Indemnified Party" and collectively the "Indemnified Parties") harmless from and against, and upon request by Powerwerx shall defend Powerwerx and any one or more of the other Indemnified Parties against, any and all threatened or actual claims, lawsuits or other proceedings, judgments, losses, product recalls, civil penalties or actions, costs, liabilities, damages and expenses (including without limitation reasonable attorneys' fees and expenses) which arise from or in any way relate to any one or more of the following: (a) any breach of a representation, warranty or covenant of Seller contained in the Agreement; (b) any negligence or other wrongful acts or omissions of Seller or any of its affiliates; (c) any defect in material, design or workmanship of any of the Products; (d) any disputes relating to Seller's advertising, product specifications, warranties, labels, warnings or instructions; and (e) any alleged or actual infringement by the Product or the sale thereof by Powerwerx of any third party's patent, trademark, trade dress, design, copyright, trade secret or other intellectual property.

5. Insurance

5.1 Seller shall maintain the following insurance coverage: (a) commercial general liability insurance covering bodily injury, personal injury and property damage, in each case with a severability of interests clause, and also including without limitation coverage for operation/premises, independent contractors' liability, completed operations, products liability, explosion, collapse and underground property damage, broad form property damage, mobile equipment liability, and blanket contractual liability insurance to cover the liability of Seller, with a minimum limit of $1 million per occurrence; and (b) commercial excess indemnity (umbrella) liability insurance covering bodily injury, personal injury and property damage in respect of any excess liability relating to claims covered by the commercial general liability insurance coverage required by the immediately preceding subpart (a), with a minimum limit of $2 million per occurrence.

5.2 Seller shall in response to any request that may be made from time to time by Powerwerx promptly provide Powerwerx with a certificate of insurance from Seller's insurer evidencing that (i) Powerwerx has been designated as an additional insured with respect to all of the coverage set forth in Section 5.1, and (ii) the insurer will provide to Powerwerx a written notice not less than 30 days in advance of any non-renewal, cancellation or other change in coverage that may adversely affect Powerwerx's rights thereunder.

5.3 The obligations under this Section 5 shall be deemed independent of, and in addition to, Seller's indemnification obligations under Section 4 above.

6. Intellectual Property

Seller grants Powerwerx a non-exclusive, perpetual, worldwide, royalty-free license to use, copy, display and disseminate all or any part of any specifications, images, data or other information furnished by Seller to Powerwerx or obtained by Powerwerx through publicly-available sources ("Seller Content"). Seller acknowledges and agrees that Powerwerx relies on Seller to ensure the completeness and accuracy of Seller Content, provided that in the event of any inconsistency between Seller Content specifically furnished by Seller to Powerwerx and Seller Content obtained by Powerwerx through publicly-available sources, Powerwerx shall be entitled to rely only on the specifically furnished information. Seller shall promptly notify Powerwerx in writing of any changes to Seller Content.

7. Other Provisions

7.1 Any remedy to which Seller is entitled from Powerwerx shall be limited to the purchase price of the goods as set forth in the Order.

7.2 The Agreement may not be amended without the written consent of both Powerwerx and Seller. No failure of Powerwerx to exercise any of its rights or remedies under the Agreement shall operate as a waiver except as expressly agreed upon by Powerwerx in writing. Any waiver by Powerwerx of any specific breach by Seller shall not operate as a waiver with respect to any other breach. Seller shall not have any right to assign or delegate, nor shall Seller assign or delegate, any of its rights or obligations under the Agreement without the prior written consent of Powerwerx.

7.3 This Agreement shall be governed by and construed in accordance with (i) the laws of the State of California applicable to contracts made and to be performed in California (excluding the United Nations Convention on Contracts for the International Sale of Goods), without giving effect to conflict of law principles, and (ii) applicable federal law. The courts located in Orange County, California shall have exclusive jurisdiction to adjudicate any legal proceeding initiated by Seller arising out of or related to the Agreement or any one or more of the Orders. Notwithstanding the foregoing, proceedings to enforce the result of any such adjudication may be brought in any applicable forum.

Version Date: 10/13/2026