TERMS AND CONDITIONS OF SALE

Effective: January 2025

1. Contract Formation

These Terms and Conditions of Sale ("Terms") apply to the sale of goods ("Products") and related services by Fibrew Inc. ("Seller") to the purchaser identified in the accompanying quotation, order acknowledgment, invoice, or related documentation ("Order Documentation"). Collectively, these Terms and the Order Documentation form the entire, binding agreement ("Agreement") between Seller and the purchaser ("Buyer"), superseding any contrary terms proposed by Buyer.

No modification shall be valid unless agreed to in writing by both parties. If any provision is found unenforceable, the remaining provisions shall continue in full force. Seller's failure to enforce any term shall not waive future enforcement.

2. Acceptance

(a) All orders are subject to final approval by Seller at its principal office. Acceptance of Products constitutes Buyer's acceptance of these Terms.

(b) If Buyer objects to any term herein, Buyer must promptly notify Seller in writing, specifying the objection. Absent such notice, these Terms are deemed accepted in full.

3. Payment

(a) Payment terms are specified in the Order Documentation.

(b) All payments shall be made in U.S. Dollars.

(c) Unless otherwise stated, payments are due net 30 days from invoice date.

(d) Overdue balances shall accrue interest at the lesser of 1.5% per month or the highest lawful rate, as liquidated damages, not a penalty. Buyer's obligation to pay is absolute and not contingent on dispute resolution.

4. Taxes

Prices exclude all taxes unless specifically stated otherwise. Buyer is responsible for all applicable sales, use, and other taxes, and shall indemnify Seller for any unpaid taxes.

5. Lead-Time

Lead times, if applicable, are stated in the Order Documentation and are contingent upon receipt of Buyer's order, payment, and required specifications, data, or materials.

6. Shipment and Delivery

(a) Shipment dates are approximate. Seller reserves the right to adjust schedules.

(b) Delivery is Ex Works (EXW) Seller's facility unless otherwise agreed. Risk of loss passes to Buyer upon delivery to the carrier.

(c) Shipping costs are excluded from prices unless stated otherwise.

(d) Neither party shall be liable for unavoidable delays (force majeure).

(e) If Buyer delays shipment, Buyer shall pay (1) invoiced amounts, (2) storage charges, and (3) demurrage fees, if applicable. After 60 days of suspension, Seller may treat the order as cancelled for Buyer's convenience.

(f) Where Seller's own trucks are used for shipping, specific terms shall apply as set forth in the Order Documentation.

7. Installation and Product Acceptance

(a) Terms for installation, acceptance testing, and start-up service are outlined in the Order Documentation. Absent notice from Buyer within 10 days of delivery, Products are deemed accepted.

(b) Buyer shall indemnify Seller for any injury, property damage, or Product damage arising during installation, unless Seller provided the installation services.

8. Warranty

(a) Third-Party Products: Seller passes through the manufacturer's warranty only and offers no independent warranty.

(b) Products Manufactured by Seller: Seller warrants Products to be free of material and workmanship defects for 180 days from delivery. Remedies are limited to repair or replacement, at Seller's discretion, exclusive of shipping, removal, or reinstallation costs.

Warranty exclusions include:

• Products altered, repaired, misused, improperly installed, or operated outside specifications;
• Use under abnormal environmental conditions;
• Consumables and expendables.

(c) Warranty Limitation: SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Seller's total liability shall not exceed the amounts paid by Buyer for the defective Products.

9. Returns

Custom or non-standard Products are non-returnable. Standard Products may be returned, subject to Seller's written consent, within the shorter of 180 days of delivery or as otherwise specified. Buyer bears all return shipping costs and any applicable restocking fees.

10. Security Interest

Buyer grants Seller a security interest in the Products until full payment is received. Seller has all rights of a secured party under the UCC or applicable law, including repossession and resale upon Buyer's default.

11. Cancellation

This Agreement is binding and non-cancellable once the Product is completed. If canceled during production or due to Buyer's breach, Buyer shall pay a pro-rata portion of the order price, plus reasonable costs incurred. Seller may cancel for Buyer's payment default.

12. Price Adjustments

Prices may be adjusted if:

• Specifications change by mutual agreement;
• Delivery extends beyond six months after the quotation date;
• Seller's costs (including tariffs) increase.

Buyer agrees to pay any increased costs with reasonable advance notice from Seller.

13. Intellectual Property

Seller shall indemnify Buyer against infringement claims related solely to the original design of Products manufactured by Seller. Seller retains ownership of all specifications, designs, and intellectual property associated with the Products.

14. Compliance

Buyer shall:

• Use Products in compliance with safety instructions and legal requirements (e.g., OSHA);
• Not alter or disable safety devices;
• Abide by all applicable laws, including export controls and anti-bribery regulations (e.g., FCPA, UK Bribery Act).

15. Governing Law; Language

(a) This Agreement shall be governed by the laws of the jurisdiction where Seller's principal office is located. The United Nations Convention on the International Sale of Goods does not apply.

(b) This Agreement is written in English, which prevails over any translations.

16. Forum for Disputes

All disputes shall be resolved exclusively in a court of competent jurisdiction located in the city and state/province of Seller's principal place of business.

17. Assignment

Buyer may not assign this Agreement without Seller's prior written consent. Seller may assign freely, including in connection with the sale of substantially all assets or business.

18. Validity of Quotations

Unless otherwise stated, Seller's quotations remain valid for 30 days from issuance.