Terms of Sale | Cence Power

Effective Date: January 1, 2024

Master Terms & Conditions of Sale

THESE TERMS OF SALE (“TERMS”) ARE THE ONLY TERMS WHICH GOVERN THE SALE OF PRODUCTS MANUFACTURED AND SOLD BY CENCE POWER INC. (“SELLER”) TO THE BUYER (“BUYER”), (COLLECTIVELY, THE “PARTIES”), UNLESS OTHERWISE AGREED TO IN WRITING BY SELLER. THESE TERMS PREVAIL OVER ANY ADDITIONAL OR DIFFERENT TERMS SUBMITTED BY BUYER. FULFILLMENT OF BUYER'S ORDER DOES NOT CONSTITUTE ACCEPTANCE OF ANY OF BUYER’S TERMS OF PURCHASE, NOR DOES IT SERVE TO MODIFY OR AMEND THESE TERMS. ANY TERMS OF PURCHASE OF BUYER ARE HEREBY REJECTED UNLESS THEY ARE EXPRESSLY ACCEPTED IN A WRITTEN INSTRUMENT DULY EXECUTED BY SELLER.

BY PLACING AN ORDER FOR PRODUCTS, ISSUING A PURCHASE ORDER, ACCEPTING A QUOTATION, OR OTHERWISE ENGAGING IN A TRANSACTION WITH SELLER, BUYER AGREES TO BE BOUND BY AND ACCEPTS THESE TERMS.

1. TERMS OF SALE

Seller’s performance is expressly limited to the Terms as stated in this document (and published at www.cencepower.com) for all sales orders, sales acknowledgements, purchase orders (“PO”), and/or releases pursuant to Blanket POs, issued by either Buyer or by Seller on behalf of Buyer. Any proposal for additional or different terms and any attempt by Buyer to vary the Terms stated in this document are objected to and rejected, whether made before or after the delivery of this document to Buyer. All offers by Seller to sell Products are subject to these Terms, and any of the following acts performed by Buyer shall constitute acceptance of these Terms: placing a PO or release of a blanket PO, acceptance of delivery of any of the Products ordered, requesting Seller to commence performance of an order, or making payment for all or a portion of the Products ordered. These Terms cannot be changed in any manner without the express written approval by Seller’s authorized representative in an addendum executed by both Seller and Buyer, or expressly stated in a written master agreement specific to the Seller and Buyer, signed by both parties. No course of dealing by Seller or usage of the trade, or any delay or omission by Seller to exercise any right or remedy granted under this document shall operate as a waiver of any of Seller’s rights or remedies, or impose upon Seller any obligation not expressly set forth in this document.

2. PRICES

All POs are subject to Seller’s published or quoted prices in effect on the date of the PO so long as requested ship date does not extend beyond the price expiration date. Written quotations expire 30 days from date of quotation unless otherwise specified on the sales quote. Seller reserves the right to set minimum purchase quantities and/or charge a handling fee for low volume orders.

3. TAXES

All prices are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by a Governmental Authority on any amounts payable to Seller. Buyer shall be responsible for the payment of any and all taxes, charges, levies, assessments, or any other fees of any kind imposed by governmental or other authority in respect of the purchase, importation, sale, lease or other distribution of the Products; provided that, Buyer shall not be responsible for any taxes imposed on, or with respect to Seller’s income, revenues, gross receipts, personnel or real or personal property or other assets.

4. PAYMENT TERMS & COLLECTION

Unless otherwise specified in writing by Seller, standard payment terms are Net 30 days from the date of invoice. Seller may require deposits, milestone payments, or full prepayment for custom, engineered-to-order, or non-standard Products (e.g., a 25% deposit for configured Products, or a 50% deposit for custom Products). Seller may charge Buyer interest on all late payments at the rate of 1.5% per month, or the maximum amount permitted by law, starting from the first day payment is late, until the date of receipt of the full amount of payment. Buyer shall reimburse Seller for all reasonable costs incurred in collecting overdue amounts, including legal fees and disbursements on a solicitor-client basis, court costs, collection agency fees, and related expenses. Seller may suspend performance, shipment, warranty support, technical support, or any future deliveries if Buyer fails to make payment when due. Buyer may not withhold payment of any amount due to Seller because of any set-off, counter-claim, abatement or other similar deduction.

5. PO CANCELLATION

Buyer may not cancel any PO without Seller’s prior written approval. If approval is given by Seller, cancellation of the PO is contingent on payment by Buyer of all reasonable charges and expenses already incurred by Seller for production of the Products ordered by that PO. In the event any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against the Buyer, or in the event of the appointment, with or without Buyer’s consent of an assignee for the benefit of creditors or of a receiver, or if Seller in its reasonable judgment concludes that Buyer’s financial condition or ability to perform the PO has been adversely affected, then Seller shall be entitled to cancel any unfulfilled part of the PO without any liability whatsoever. Notwithstanding the foregoing, Made To Order or custom Products are not cancellable by Buyer.

6. WARRANTY & SYSTEM INTEGRITY

All product installations must comply with the warranty document. Cence (Seller) warrants Cence Products to be free from defects in material and workmanship and to operate from the date of manufacturing for the specified time period and subject to all Terms and Conditions stipulated below. Seller warrants that the Product, when delivered in new condition and in its original packaging, will be free of defects in material and workmanship for the warranty period specific to the Product as published by Seller at the time of purchase (the standard period being five (5) YEARS unless otherwise specified).

The determination of whether the Product is defective shall be made by Seller at its sole discretion with consideration given to the overall performance of the Product. If Seller determines the Product is defective, Seller will elect, at its sole discretion, to refund the purchase price of the Product at the prorated price as identified in the table, to repair the Product or replace the Product.

Contingencies & Exclusions:

Warranty is contingent upon installation, commissioning, operation, maintenance and use in accordance with Seller documentation, applicable codes, and Seller training requirements. Products are certified, listed, and intended for use only in the configurations, architectures, cable types, accessories, software versions, and operating conditions approved by Seller. Any deviation may void warranties and transfer all associated risks to Buyer. Seller may require installation records, commissioning records, fault logs, and other reasonably requested information as a condition of evaluating a warranty claim.

Warranty commencement shall not be delayed by storage. Products must be stored in accordance with Seller requirements. Damage arising from improper storage is excluded from warranty coverage.

This limited warranty will not apply to loss or damage to the Product caused by: negligence; abuse; misuse; mishandling; improper installation, storage or maintenance; damage due to fire or acts of God; vandalism; civil disturbances; power surges; improper power supply; electrical current fluctuations; corrosive environment installations; induced vibration; harmonic oscillation or resonance associated with movement of air currents around the Product; alteration; accident; failure to follow installation, operating, maintenance or environmental instructions prescribed by Seller or applicable electrical codes; or improper service of the Product performed by someone other than Seller or its authorized service provider.

This limited warranty excludes field labour and service charges related to the repair or replacement of the Product. Buyer is solely responsible for all costs associated with access equipment, lifts, scaffolding, travel, accommodations, permits, shutdowns, commissioning, decommissioning, removal, and reinstallation.

Software & Cybersecurity:

Software is licensed and not sold. Seller grants Buyer a limited, non-exclusive, non-transferable license to use software solely as embedded in or required for operation of the Products. Seller does not warrant uninterrupted or error-free operation of software services. Seller does not warrant that Products, software, communications interfaces, networks, or data systems are immune from cybersecurity incidents, unauthorized access, malware, hacking, denial of service attacks, or other security events.

This limited warranty is void if the product is not used for the purpose for which it is designed.

There are no representations, warranties or conditions, whether express or implied, statutory or otherwise, including, without limitation, any warranties or conditions against infringement or of merchantability, fitness for a particular purpose or durability for a reasonable period of time, other than those expressly contained in this limited warranty and those legal warranties provided under provincial law which cannot be waived.

In no event shall Seller be liable for incidental, compensatory, consequential, indirect, special or other damages. Seller’s aggregate liability with respect to a defective product shall in any event be limited to the monies paid to Seller for that defective product. The limitations contained in this section apply regardless of the basis of the claim or the form of action including, without limitation, negligence, or other tort, or breach of contract.

Warranty Administration:

Seller reserves the right to utilize new, reconditioned, refurbished, repaired, or re-manufactured products, or parts in the warranty repair, or replacement process. Such products and parts shall be comparable in function and performance to an original product or part, as determined by Seller at its sole discretion, and warranted as set out in this limited warranty for the remainder of the original warranty period.

In order to make a warranty claim, you must notify Seller in writing within sixty (60) days after your discovery of the defect, provide proof of purchase such as the invoice, and comply with Seller’s other warranty requirements as set out in this limited warranty. Upon receiving that notice, Seller may require you to promptly return the Product to Seller, or its authorized service provider; freight price is not covered by the warranty. Your warranty claim should be addressed to:

Cence Power Inc.

2700 John Street

Markham, Ontario

L3R 2W4

This limited warranty only applies to specified Cence Products as agreed to by the Seller. This limited warranty is effective for purchases of Product on or after the effective date set forth above. Seller reserves the right to modify this warranty from time to time. Any modification of this warranty shall be effective for all orders placed with Seller on or after the effective date of such revised warranty. Warranty void if final commissioning is not completed by Seller or a Seller-authorized commissioning representative, unless explicitly waived in writing.

7. LIMITATION OF LIABILITY

IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATION OF LIABILITY PROVISIONS IN THESE TERMS SHALL APPLY EVEN IN THE EVENT ONE OR MORE OF THE REMEDIES HEREIN FAIL THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS SOLD HEREUNDER. The limitations set forth herein apply notwithstanding any failure of essential purpose of any limited remedy and apply to warranty, contract, negligence, strict liability, and all other causes of action. The limitation of liability set forth herein shall not apply to liability or injury resulting from Seller's gross negligence or willful misconduct.

8. SHIPPING TERMS & SECURITY INTEREST

Buyer grants Seller a continuing security interest in the Products and all proceeds thereof to secure payment and performance of all obligations owed by Buyer to Seller. To the extent applicable under the Personal Property Security Act (Ontario) or equivalent legislation, Seller shall have a purchase money security interest (PMSI) in the Products. Buyer agrees to execute any documents and provide any information reasonably required for Seller to perfect, maintain, and enforce its security interest. The Products will be shipped as per the Sales Quote or in Seller’s discretion (if not listed on the Sales Quote). Seller reserves the right to select origin of shipment, routing, and method of transportation. Any premium freight charges (such as air freight) will be at Buyer’s expense. If Buyer specifies alternate routing, Buyer must assume all additional transportation charges. Title to and risk of loss shall pass to Buyer upon delivery of the Products FOB point of shipment, unless otherwise indicated on Seller’s invoice or bill of lading. Seller is not liable for any damages or fees resulting from failure to meet a shipping schedule.

9. CLAIMS FOR LOSS OR DAMAGE IN SHIPMENT

If Seller paid for freight and Products are delivered in damaged condition or cartons are missing, a notation must have been placed on all papers signed by the receiver, and Buyer must notify Seller directly within 3 business days of delivery with specific details regarding the shipment. Credit will not be allowed for late or improperly substantiated damage claims. If Buyer paid for freight, then Buyer is responsible to file a claim for loss or damage with the carrier.

10. PO ACCEPTANCE

Any PO is deemed accepted by Seller as to items and quantities only, unless Buyer receives a written objection thereto prior to the shipment of the ordered Products, or within 5 business days after Seller’s receipt of the PO, whichever is sooner. Any POs unfilled 90 days after receipt are subject to price adjustment to then prevailing prices.

11. RETURN MATERIALS AUTHORIZATION (RMA)

Products may not be returned without prior written authorization from Seller. Seller shall not be bound via deductions from remittance due. When a return is occasioned due to Seller’s error other than conditions covered by Warranty, full credit including transportation charges will be allowed. Where a return is not due to Seller’s error or Warranty, but the value of the items is at least $50, Seller may in its sole discretion authorize the return pursuant to its current policy on returns. All return shipments must be freight prepaid by the Buyer. All Products returned must be new, in condition to be resold, and with Seller’s current package design. Condition to be resold requires that the package be unopened and not damaged, and the product untampered with, and never having been installed. Any defective good returns are subject to Seller’s warranty. No obsolete items or items that are not current stock or standard production, will be accepted. Proof of purchase (copy of Seller’s invoice) must accompany all RMA requests. Additional charges may be made if there is an expense in converting the returned Product into saleable condition. Made to Order and custom Products built to the Buyer’s specifications will not be accepted for return. In no event will Seller be responsible for Products returned without proper authorization or identification. Any attempt to contravene the above-stated policy will subject Buyer to liability for Seller’s resulting losses, including costs, expenses, and legal fees and disbursements.

12. INTELLECTUAL PROPERTY OWNERSHIP

All intellectual property rights embodied in or relating to the Products, including inventions, patents, copyrights, trademarks, software, firmware, documentation, designs, drawings, specifications, improvements and derivative works remain exclusively owned by Seller.

13. RESTRICTIONS ON USE & REVERSE ENGINEERING

Buyer shall not reverse engineer, decompile, disassemble, analyze, modify, reproduce, or create derivative works from the Products except as expressly permitted by law.

14. PATENT INDEMNIFICATION

Seller shall defend any lawsuit or court legal proceeding brought against Buyer, so far as based upon a claim that the furnishing of any Products or any part thereof constitutes an infringement of any United States or Canadian patent, or any patent issued in a country in which Seller sold the alleged infringing Product, but only if: (1) Seller is notified in writing by Buyer promptly after Buyer learns of same; (2) Seller is given authority, information and assistance from Buyer for the defense and control of same. In the event Seller’s furnishing hereunder of said Products or any part thereof is held in such a suit to constitute infringement of a valid and enforceable patent by a court of last resort from which no appeal has been perfected, and the use of said Products by Buyer is enjoined by such court, Seller shall at its own expense attempt to: (a) produce for the Buyer the right to continue using said Products; or (b) replace such Products with what Seller and its counsel believe to be non-infringing Products; or (c) modify such Products so that, in the opinion of Seller and its counsel, the Products become non-infringing; or (d) accept the return of such Products and credit the purchase price and the reasonable transportation costs of such return toward future sales from Seller. Seller shall have no liability for any costs, losses or damages resulting from Buyer's willful acts, or any settlement or compromise incurred or made by Buyer without Seller’s prior written consent.

Seller shall have no obligation to defend and no liability for any costs, losses or damages, to the extent that an infringement allegation is based upon: (i) Buyer's use of the Products in combination with any other good, software or equipment; (ii) Buyer's use of the Products in a manner or for an application other than for which they were designed or intended, regardless of whether Seller was aware of or had been notified of such use; (iii) Buyer’s use of the Products in a manufacturing or other process; (iv) Buyer’s modifications to the Products; (v) Seller’s compliance with Buyer's particular design, instructions or specifications; or (vi) Seller’s compliance with any industry or proprietary standard or Buyer’s use of the Products to enable implementation of any industry or proprietary standard (such claims - i.e. those set forth in (i) through (vi) above - are individually and collectively referred to herein as “Other Claims”). The foregoing states the entire liability of Seller for patent infringement of a valid and enforceable patent. Buyer shall indemnify and hold Seller harmless against any damages, liabilities or costs finally awarded against Seller or agreed to by Buyer as settlement or compromise, and will defend any claim, suit or proceeding brought against Seller insofar as such claim, suit or proceeding is based on an allegation arising from Other Claims. Buyer will not enter into any settlement or make admissions or concessions to claimants concerning infringement or validity of an asserted patent without prior written consent from Seller, which shall not be unreasonably withheld.

15. GENERAL INDEMNIFICATION

Buyer shall defend, indemnify and hold harmless Seller and its directors, officers, employees, agents and affiliates from and against any claims, damages, liabilities, losses, costs and expenses (including legal fees and disbursements) arising from:

(a) Buyer's installation, use, resale, modification or misuse of the Products;

(b) Buyer's violation of applicable laws, codes or regulations;

(d) Any application or system design not expressly approved by Seller.

16. TECHNICAL SUPPORT AND DATA DISCLAIMER

Any drawings, calculations, specifications, recommendations, application notes, or technical assistance are provided for informational purposes only and Buyer remains solely responsible for system design, code compliance, installation, and suitability for the intended application.

17. BUYER RESPONSIBILITY FOR REGULATORY COMPLIANCE

Buyer is responsible for ensuring that the Products are suitable for Buyer’s intended application and that installation and use comply with all applicable laws, codes, standards, and regulations.

18. ENGINEERING CHANGES

Seller reserves the right to substitute components, suppliers, manufacturing processes, firmware, software, and materials where necessary, provided overall functionality, safety, certification status, and performance are not materially reduced.

19. RESELLING ONLINE

A Buyer who purchases Seller’s Goods for resale agrees to abide with any and all of Seller’s published policies that are in effect at the time of purchase and which may be amended from time to time, including but not limited to policies on the use of Seller’s trademarks and publishing resale prices.

20. PRODUCT ACCEPTANCE & NON-CONFORMING PRODUCT

Buyer shall inspect all Products promptly upon delivery and shall notify Seller in writing of any shortage, defect, non-conformity, or damage within ten (10) business days of receipt. Products shall be deemed accepted upon installation, commissioning, use, resale, modification, or thirty (30) days after delivery, whichever occurs first. Acceptance shall occur regardless of whether Buyer has completed testing or inspection. Any claim by Buyer for non-conforming Product (excluding valid warranty claims) shall be deemed waived unless asserted in writing within the aforementioned ten (10) business day inspection period.

21. PRODUCT RECALLS AND CORRECTIVE ACTIONS

Buyer shall promptly notify Seller of any event that may reasonably require a field corrective action, product recall, safety notice, or regulatory notification. Buyer shall not initiate any field corrective action, product recall, safety notice, customer notification, or similar action relating to the Products without Seller's prior written consent, unless required by applicable law.

22. SHIPPING SCHEDULES

Seller will not be responsible for untimely delivery, or any losses or damages to Buyer (or any third persons) whether occasioned by deviations in performance or the nonperformance of any of Seller’s obligations under the PO or loss or damage to the Products when caused directly or indirectly by or in any manner arising from any casualty, riots, acts of Buyer, strikes or other labor difficulties, shortage of labor, supplies and transportation facilities or any other cause or causes beyond its reasonable control or the control of its suppliers. In the event that Seller receives a “rated order” placed pursuant to the American Defense Production Act of 1950 (“DPA”) or equivalent Canadian national defense priorities, Seller will evaluate its impact on lead times quoted on non-rated Orders and make reasonable efforts to eliminate and/or minimize delay on non-rated Orders. Seller is not liable for any shipment delays caused by or arising from its compliance with such defense acts, and any related delays shall not be deemed a breach of these Terms by Seller.

23. HEADINGS

Headings used in these Terms are for convenience only and shall not be considered in construing or interpreting these Terms.

24. GOVERNING LAW

All matters arising out of or relating to these Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. Seller and Buyer also hereby agree that the courts situated in Toronto, Ontario shall have exclusive venue, unless otherwise agreed to in writing, over any and all disputes arising from or related to the sale of goods by Seller.

25. CONFIDENTIAL INFORMATION

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 these Terms is confidential, solely for the use in connection with the sale of Products under these Terms 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.

26. FORCE MAJEURE

Seller shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached these Terms, for any failure or delay in fulfilling or performing any obligations of these Terms, including without limitation delivery dates, when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Seller. Such circumstances may include, without limitation, acts of God, flood, fire, earthquake, explosion, governmental or municipal action or order, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, and factory closures and delays related thereto, lockouts, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage.

27. ANTI-BRIBERY

Seller is committed to conducting its business ethically and in compliance with its anti-bribery policy, and all applicable laws and regulations, including the Canadian Corruption of Foreign Public Officials Act (CFPOA), the U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and any other applicable laws that prohibit improper payments to obtain a business advantage.

28. EXPORT COMPLIANCE

Buyer shall comply with all export and import laws of all countries involved in the resale of the Products by Buyer, including the export regulations of Canada and the United States. Buyer’s submission of a PO or its acceptance of an offer to purchase Products from Seller shall be deemed a representation by Buyer that Buyer is in compliance with all laws administered by Global Affairs Canada, the United States Treasury Department’s Office of Foreign Assets Control (OFAC) or any other entity imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries (“Embargoed Countries”), entities, and persons (collectively, “Embargoed Targets”). Further, Buyer represents that it is not and has not been, an Embargoed Target or otherwise subject to any Economic Sanctions Law. Without limiting the generality of the foregoing, Buyer shall not (a) directly or indirectly export, re-export, transship, or otherwise deliver the Products or any portion of thereof to an Embargoed Target or (b) broker, finance, or otherwise facilitate any transaction in violation of any Economic Sanctions Law. Buyer assumes all responsibility for shipments of the Products requiring any government import clearance. Seller may terminate the PO if any governmental authority imposes antidumping or countervailing duties or any other penalties on the Products.

29. COMPLIANCE WITH LAWS

Buyer’s compliance: Buyer shall comply with all applicable laws, regulations and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under these Terms and any PO subject to these Terms.

Seller’s compliance: Buyer acknowledges that Seller’s obligations to Buyer are subordinate and subject to its obligation to comply with relevant laws. As such, Seller is not liable for any delays caused by or arising from its compliance with relevant laws, regulations, government orders and the like in meeting its obligations.

30. WAIVER

The failure of either party to require performance of any term or condition or the waiver by either party of any breach of the same shall not prevent subsequent enforcement of such term or condition nor be deemed a waiver of any subsequent breach. Any change in, addition to, renewal of, or waiver of these Terms shall be binding upon either party only if in writing signed by such party’s officer or other authorized agent.

31. SEVERABILITY

If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.

32. LIMITATION OF ACTIONS

Any claim by Buyer arising out of or relating to the Products or these Terms must be commenced within one (1) year after the cause of action accrues, failing which such claim is permanently barred.

33. SURVIVAL

The provisions of these Terms relating to payment, confidentiality, disclaimers, warranties, limitation of liability, indemnification, governing law and jurisdiction, severability, limitation of actions, and this paragraph shall survive the fulfillment of the Buyer’s PO.

34. MODIFICATION

Seller reserves the right to update or modify these Terms at any time without prior notice. The version of the Terms published on Seller's website at the time Buyer's order is accepted shall govern the transaction. Otherwise, these Terms may only be modified in a writing signed by an authorized representative of both Seller and Buyer.

35. PUBLIC ANNOUNCEMENT

Buyer shall not publicly disclose, issue any press release or make any other public statement, including publication on its website, concerning the existence of Seller’s sale of the Products, or the subject PO(s), without Seller’s prior written consent.

36. ASSIGNMENT

Buyer shall not assign any of its rights or delegate any of its obligations under this PO without Seller’s prior written consent. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its obligations under its PO.

37. RELATIONSHIP OF THE PARTIES

Nothing in these Terms shall be deemed to constitute either party as an agent, representative, or employee of the other, or create an agency relationship for any purpose. Neither party has the authority to bind the other party. Furthermore, these Terms do not constitute a franchise or establish a franchise relationship, and do not grant a trademark or any other express or implied license.

38. ENTIRE AGREEMENT & ORDER OF PRECEDENCE

These Terms, together with any quotation, order acknowledgement, invoice, warranty document, and any written agreement executed by the parties, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior discussions, negotiations, representations and agreements. In the event of a conflict between documents, the order of precedence shall be:

(1) Executed master agreement between the parties;

(2) Seller quotation;

(3) Seller order acknowledgement;

(4) These Terms;

(5) Buyer purchase order.