General Terms and Conditions

Title and risk of loss pass to Buyer upon Seller's transfer of the Goods to the carrier or upon Buyer taking possession from Seller. Seller shall not be liable for any delays, loss, or damage in transit.

As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of Buyer's right, title, and interest in, to, and under the Goods, wherever located, and whether now existing or hereafter arising, including all accessions, replacements, modifications, and proceeds (including insurance proceeds). The security interest constitutes a purchase money security interest under the Utah Uniform Commercial Code. Seller may execute and file a UCC financing statement, and Buyer shall execute and deliver such documents necessary to perfect Seller's security interest.

Prices are subject to change without notice. All quoted prices expire and become invalid if not accepted within ten (10) calendar days from the date of issue, unless otherwise noted in writing. Price increases will only apply to orders placed after the time of the increase.

Prices shown do not include any sales, use, excise, or other governmental tax or charge. Buyer is responsible for all taxes and duties associated with the sale of Goods (excluding taxes based on Seller's net income). Prices also exclude shipping, transportation, and insurance costs, which are the responsibility of the Buyer.

Seller reserves the right to correct any typographical errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.

Buyer shall at all times comply with all laws applicable to this Agreement, Buyer's performance of its obligations, and Buyer's use of the Goods. Without limiting the foregoing, Buyer shall:

• at its own expense, maintain any certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase or use of the Goods; and
• not engage in any activity or transaction involving the Goods, by way of shipment, use, or otherwise, that violates any law.

Buyer shall indemnify, defend, and hold harmless Seller, its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Buyer's use, handling, storage, or sale of the Goods; or
• Buyer's breach of any of these Terms.

This indemnification obligation shall survive the expiration or termination of these Terms.

Buyer shall not, directly or indirectly, export, re-export, or release the Goods to, or make the Goods accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation.

No waiver by Seller of any provision of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right or remedy by Seller operates as a waiver thereof. No single or partial exercise of any right or remedy precludes any other or further exercise thereof.

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—is confidential, solely for use in performing this Agreement, and may not be disclosed or copied without prior written authorization from Seller.

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:

• in the public domain;
• known to Buyer at the time of disclosure; or
• rightfully obtained by Buyer on a non-confidential basis from a third party not otherwise subject to any obligation of confidentiality.

Buyer agrees that Seller shall have no obligation to disclose the identity of its sources, suppliers, or subcontractors, and any such non-disclosure shall not constitute grounds for withholding payment or any claim or offset by Buyer.

Neither Party shall be liable for any failure or delay in fulfilling or performing any term of this Agreement (except for payment obligations) when such failure or delay is caused by events beyond the Impacted Party's control, including:

• acts of God;
• flood, fire, earthquake, or other natural disasters, epidemics, or explosions;
• war, invasion, hostilities, terrorist threats or acts, riot, or other civil unrest;
• order or action by any governmental authority or requirements of law;
• embargoes or blockades in effect on or after the date of this Agreement;
• national or regional emergency;
• strikes, labor stoppages or slowdowns, or other industrial disturbances;
• telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining adequate materials; and
• other events beyond the control of the Impacted Party.

Buyer's rights, interests, or obligations hereunder may not be assigned, transferred, or delegated by Buyer without the prior written consent of Seller. 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 this Agreement.

Buyer represents and warrants that as of the date of each order placed with Seller, Buyer is solvent, able to pay its debts as they come due, and has not filed, or been the subject of, any bankruptcy petition or other insolvency proceeding under federal or state law.

In the event this representation becomes false at any time, Buyer agrees to immediately notify Seller of the reason and any relevant facts.

The relationship between the Parties is that of independent contractors. Nothing in this Agreement shall be construed as creating any agency, partnership, joint venture, 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.

This Agreement benefits solely the Parties to this Agreement. Nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever.

This Agreement is governed by, and construed in accordance with, the laws of the State of Utah without giving effect to any conflict of laws provisions. All legal proceedings shall be instituted in the state or federal courts of the State of Utah. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts.

All notices shall be in writing and addressed to the Parties at the addresses set forth on the face of the Order Confirmation. All notices must be delivered by:

• nationally recognized overnight courier, or
• certified or registered mail (in each case, return receipt requested).

The headings in these Terms are for convenience only and shall not affect the interpretation of these Terms.

In the event any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and replaced with a valid and enforceable provision as similar in intent as reasonably possible. Such severance shall not cause the invalidity or unenforceability of the remainder of this Agreement.