7.10.2023 eNoise Control, Inc. Terms and Conditions

The description and specifications contained in this Quotation were in effect on the date of this Quotation. eNoise Control, Inc. (hereinafter referred to as Seller) reserves the right to change specifications or design, including related items/equipment on the product or related engineered packaged systems without notice and without incurring any obligation.

General – Sellers prices are based on these sales terms and (i) this document, together with any additional writings signed by Seller, may not be modified, supplemented, explained or waived by parol evidence. Buyer’s Purchase Order, a course of dealing or in any other way except in writing signed by an authorized representative of Seller, and (ii) these terms are intended to cover all activity of Seller and Buyer hereunder, including sales and use of products and all related matters, including technical advice and services. Any references by Seller to Buyer specifications and similar requirements are only to describe the products covered hereby and no warranties or other terms therein shall have any force or effect. Catalogs, circulars and similar pamphlets of the Seller are issued for general information purposes only and shall not be deemed to modify the provisions hereof. (iii) This document is valid for thirty (30) days, subject to cancellation or change at any time prior to acceptance and acknowledgment by Seller.

Cancellation Policy – Purchase orders accepted by eNoise Control, Inc. may be canceled only with eNoise Control, Inc. written consent. Any cancellation at customer’s request may result in a cancellation charge equal to: (a) if standard equipment, 30% of; and (b) if non-standard or special-order equipment, up to, but not limited to, one hundred per cent (100%) of the full contract price for equipment before any discount billable to customer.

Shipping Point is F.O.B. our fabrication plant unless stated in writing prior to acceptance of order.

Governing Law – The language herein shall be construed and enforced under the Uniform Commercial Code as in effect in the State of Indiana on the date hereof.

Payment – Invoices submitted by Seller under this order are payable only in funds which are accepted at par in Noblesville, IN. For contracts/orders totaling $10,000 U.S. dollars and greater, a 50% down payment is due upon receipt of Buyer’s purchase order. In cases where special terms are not proposed, final payment shall become due thirty (30) days after shipment. In the event that the equipment is ready for shipment prior to the scheduled date, any payment not due in accordance with the above terms shall immediately become due and payable upon notification by Seller to buyer that the equipment is ready for shipment. Whenever reasonable grounds for insecurity arise with respect to due performance by Buyer, Seller may demand different terms of payment from those specified on the face of this Order and/or may demand assurance of Buyers due performance. Any such demand may be oral or in writing, and Seller may, upon the making of such demand, stop production and suspend shipments hereunder. If within the period stated in such demand Buyer fails or refuses to comply with the demand or demands of Seller, Seller may at its option, treat such failure or refusal as a repudiation of the portion of this Order which has not been fully performed, or may resume production and make shipment under reservation of possession or of a security interest and/or may demand payment against tender of documents of title. Credit card payments are subject to 3% processing fee.

Taxes – Any sales, use or other similar type taxes imposed on this sale or on this transaction are not included in the price. Such taxes shall be billed separately to the Buyer. Seller will accept a valid exemption certificate from the Buyer if applicable; however, if an exemption certificate previously accepted is not recognized by the governmental taxing authority involved, and the Seller is required to pay the tax covered by such exemption certificate, Buyer agrees to promptly reimburse Seller for the Taxes paid.

A. All products shall be finally inspected and accepted within ten (10) days after receipt at point of delivery. All claims whatsoever by Buyer (including claims for shortages) excepting only those provided for under the Warranty and Limitation of Liability and Patent Clauses hereof, must be asserted in writing by Buyer within said 10-day period or they are waived. If this contract involves partial performances, all such claims must be asserted within said 10-day period for each partial performance. There shall be no revocation of acceptance. Rejection may be only for defects substantially impairing the value of the products and the Buyer’s remedy for lesser defects shall be those provided for under the Warranty and Limitation of Liability clause.

B. Seller shall not be responsible for non-performance or delays in performance occasioned by any causes beyond Sellers reasonable control, including but not limited to, labor difficulties, delays of vendors or carriers, acts of God or the public enemy, governmental actions and material shortages. Any delays so occasioned shall affect a corresponding extension of Sellers performance dates which are, in any event, understood to be approximate. In no event shall Buyer be entitled to damages, incidental, consequential or otherwise, for late performance or a failure to perform under the terms of this paragraph.

C. If Buyer wrongfully rejects or revokes acceptance of items tendered under this Agreement or repudiates this Agreement, Seller shall have the right to recover as damages the price stated herein. Upon recovery of the price, the items involved shall become the property of the Buyer.

D. Buyers representatives may inspect ordered goods at the plant during business hours prior to shipment, and inspection shall be in such manner as not to interfere with Sellers business operations.

Warranty and Limitation of Liability – Seller warrants that the goods to be supplied hereunder will conform to the description on the face hereof, that the Seller will convey good title thereto; that such goods will be delivered free of any lawful security interest or other lien or encumbrance unknown to the Buyer; and that such goods will be free from defects in material and workmanship for a period of one year from date of shipment, unless otherwise specified, except wear parts. No warranty is made, either express or implied, for any defects, failures or malfunctions resulting from corrosion, misapplication or other misuse. Determination by Seller as to the cause of damage or defects shall be conclusive. All components not manufactured by Seller are subject to warranty from original manufacturer.

SELLER MAKES NO WARRANTY EXPRESSED, IMPLIED OR STATUTORY, EXCEPT AS IS EXPRESSLY SET FORTH HEREIN. THE IMPLIED WARRANTY OF FITNESS FOR PARTICULAR PURPOSE IS EXPRESSLY EXCLUDED AND DISCLAIMED.

During the warranty period specified herein Seller will, as its option either repair or replace free of charge, F.O.B. Seller, such warranted equipment or parts as appear to Seller, upon inspection, to have been defective in materials or workmanship, providing Buyer promptly notifies Seller in writing of the defect and promptly delivers defective equipment or parts to Seller, freight prepaid. Seller does not warrant any equipment or accessories, manufactured by others to be free of defects in materials and workmanship. If Seller determines such equipment or accessories to be defective in materials or workmanship, repair or replacement thereof is limited to allowance made to Seller by the original manufacturer, if any.

SELLER SHALL NOT BE LIABLE FOR DAMAGES, CONSEQUENTIAL, INCIDENTAL, OR OTHERWISE CAUSED BY DEFECTIVE EQUIPMENT OR ACCESSORIES. SELLER’S LIABILITY UNDER THIS WARRANTY SHALL BE LIMITED TO REPAIR OR REPLACEMENT OF DEFECTIVE EQUIPMENT OR PARTS AS SET FORTH HEREIN ABOVE. SELLER WILL GRANT NO ALLOWANCE FOR ANY REPAIRS OR ALTERATIONS MADE BY BUYER WITHOUT WRITTEN CONSENT OF SELLER.

Orders – All orders are subject to acceptance and approval by Sellers Credit Department and are not binding until and unless so approved and accepted. Written acknowledgment of an order shall constitute acceptance and will thereby be a binding contract which cannot be modified or cancelled by Buyer without written consent of Seller.

Partial Shipments – Partial shipment of an order will not be made without Buyers knowledge or consent. In the event complete shipment cannot be made by the required date, Buyer will be notified and asked whether entire shipment should be held or partial shipment made. If partial shipment with Buyer’s approval is made, excess freight charges, if any, will be billed to the Buyer.

Special Tooling – Notwithstanding any tool, die or pattern charges or amortization in connection herewith, all special tooling and related items shall be and remain the property of the Seller.

Affidavits – Orders requiring affidavits or certificates of compliance must so state when orders are entered. Revisions to an order after it has been put into the production schedule may result in additional charges and/or delays in shipment date.

Credit Terms – If the terms of payment hereunder call for any extension of credit by Seller to Buyer, Buyer hereby agrees that prior to payment in full, (i) the equipment sold hereunder is subject to a vendors lien and security interest in favor of Seller and (ii) Buyer will promptly execute and deliver to Seller such security agreements, Uniform Commercial Code financing statements and other documents as are requested by Seller to reflect this retention of a security interest.

Past Due Accounts – Unless specifically provided for in the contract or in other written evidence of the agreement of Buyer and Seller, all amounts due hereunder that remain unpaid for more than 30 days after the payment date shall bear interest at the highest contract rate allowed by the state law governing this transaction.