Terms and Conditions of Sale

These Terms and Conditions of Sale (“Terms”) are hereby attached to and incorporated in that certain Quotation, Acknowledgment and/or Invoice attached hereto (collectively “Seller’s Documents”) as of the date hereof (the “Effective Date”) and entered into between Ascent, Inc. (“Seller”) and the buyer set forth in the Seller’s Documents (“Buyer”). To the extent that any terms hereof conflict with any terms set forth in the Seller’s Documents, the terms of the Seller’s Documents shall govern. Any proposal, purchase order, or document from Buyer that includes different or additional terms that vary from any of the terms set forth herein or in the Seller’s Documents are objected to and disallowed. Capitalized terms used and not defined herein shall have the meaning ascribed to them in the Seller’s Documents.

1. Prices And Terms Of Payment.

a. Prices quoted are firm for no more than 30 days from the date of quotation, subject to any conditions stated in Seller’s quotation or in an order submitted by Buyer and expressly accepted in writing by Seller. Seller will not be bound by any price sheet or quote other than a price quote signed by an authorized representative of Seller. b.Prices on orders accepted by Seller are firm, to the extent stated in the accepted order, subject to the following: i. The purchase order must provide for shipment within six months of the date of the purchase order. ii. Any shipment made more than six months after such date is subject to a price adjustment, at Seller’s sole discretion, to the Seller’s price in effect at the time of shipment, which will not exceed 125% of the price on the acknowledged purchase order. iii. Any shipment more than 12 months after the date of the purchase order will be invoiced at Seller’s price in effect at the time of shipment. c. On orders having a total price of less than $1,000,000, payment will be due “net 30 days” from date of shipment with approved credit, unless otherwise specifically agreed to by Seller. On orders having a total purchase price of $1,000,000 or more, terms are 10% with order, 40% upon Seller’s receipt of Buyer’s approval of drawings, 50% within 30 days after shipment with approved credit. d. The price of parts, components, and other items not manufactured by Seller is subject to adjustment by Seller to reflect price changes by Seller’s suppliers. e. Orders accepted by Seller are subject to credit investigation and approval. If Buyer’s financial condition at any time does not justify the terms specified, Seller may require full or partial payment as a condition to commence or continue to manufacture, or in advance of shipment or, if shipment has been made, recover shipment from the carrier. A service charge of 1½% per month or the maximum amount allowed by law, whichever is less, will be added to all accounts 30 days past due. f. Any tax or government charge now or hereafter leveled upon the production, sale, use, or shipment of products ordered or sold will be charged to and paid by the Buyer, unless the Buyer has provided Seller with a tax exemption certification acceptable to the applicable taxing authorities. Such taxes are not covered in the selling price unless expressly stated on the quotation form.

2. Security Interest

a. Notwithstanding transfer of title to Buyer, the Seller retains and the Buyer hereby grants to the Seller a purchase money security interest in all products sold, and Buyer hereby irrevocably appoints Seller as its attorney-in-fact to execute and deliver, in Buyer’s name, any such financing statements or other documents as may be necessary under the California Commercial Code or other applicable laws governing the items sold herein to perfect Seller’s interest therein. b. Buyer will obtain and maintain insurance against loss or damage naming Seller as an additional insured in an amount sufficient to protect Seller’s interest in all products until the purchase price has been paid in full.

3. Change Orders And Cancellation. Seller may adjust the selling price to cover any requested change in specifications or other terms after receipt of the Buyer’s order. Orders accepted by Seller shall not be canceled by the Buyer except at Seller’s sole discretion. In the event of any cancellation, Seller reserves the right to impose a cancellation charge sufficient to cover all losses and out-of-pocket cost incurred by Seller in connection with such order, including materials and labor charges and cancellation charges from vendors, plus a cancellation charge of 20% of the original face amount of the order to compensate Seller for its lost profits and/or restocking charges.

4. Acceptance and Returned Goods. Products delivered shall be deemed accepted by Buyer upon the earlier of (a) when Buyer delivers written notice of acceptance to Seller and (ii) ten (10) days after delivery. Products meeting the specifications set forth in an approved submittal and, if there is no approved submittal, the specifications set forth in Buyer’s proposal cannot be rejected. Products may not be returned for refund or credit after Buyer acceptance. Inspection by a Seller representative may be required before return authorization is granted. A minimum restocking and handling charge of 25% (plus the cost of any missing parts or components and inbound freight) will apply to all such returned products. All transportation charges for returned products must be paid by Buyer.

5. Transportation Terms And Claims. Unless otherwise stated on Seller’s quotation form, all prices are F.O.B. Seller’s shipping point. Delivery to the initial carrier shall constitute delivery to the Buyer. Seller’s responsibility ceases and title to the goods passes, subject to Seller’s security interest, upon delivery in good order to such carrier, and all products are shipped at the Buyer’s risk. The Buyer agrees to examine all deliveries carefully before signing transportation receipts. If products are visibly damaged, the Buyer shall require that written confirmation of the damage be noted on the carrier’s delivery receipt and confirmed by the driver of the carrier. If damage is discovered after unpacking, the carrier shall be notified at once so that an inspection can be made and the claimed damage substantiated by the carrier. The Buyer will file any required freight claims with the carrier.

6. Force Majeure And Storage. a. Seller shall not be liable for any delay in delivery or shipment of products or for any damages or failure suffered by reason of such delay or failure if, directly or indirectly, due to labor disputes, civil commotion, war, fires, floods, inclement weather, governmental regulations or controls, casualty, government authority, war, embargo, strikes, or acts of God, pandemics, epidemics, local disease outbreaks, public health emergencies, government imposed quarantines, inadequate transportation facilities, shortages of material or suppliers, or any cause beyond Seller’s control. b. Seller reserves the right to allocate available production among its customers in any fair and reasonable manner that it determines is necessary or desirable. c. If delivery is delayed due to any cause beyond Seller’s control, Buyer shall reimburse Seller for any added costs. Without limiting the foregoing, product on which manufacture or delivery is delayed due to any cause may be placed in storage by Seller, for the Buyer’s account and risk, and all related charges and expenses in connection therewith shall be paid by the Buyer. If, in Seller’s opinion, it is unable to obtain or continue such storage, the Buyer will, on request, provide or arrange for suitable storage facilities and assume all costs and risks in connection therewith.

7. Shortages, Variances, And Weights. No claims for variance from or shortages in orders will be considered unless presented within 10 days after receipt of products. Any shipping weights given or estimated are approximate, for the Buyer’s convenience only, and not guaranteed by Seller.

8. Limits On Claims. Any action by Buyer on this contract, in tort or strict liability must be commenced within one (1) year after the delivery of the original products for the project to Buyer. Actions on Seller’s Warranties shall be limited as provided below.

9. Product Changes. Seller reserves the right to make changes in products of any kind without prior notice, and to deliver revised designs or models of products against any order. Seller shall have no responsibility whatsoever with respect to changes made by the manufacturer of products sold but not manufactured by Seller. Seller shall have no responsibility for mistakes in literature or calculations made by the manufacturer (if Seller is not the manufacturer). 10. Patents And Intellectual Property. Products manufactured and sold by Seller may be used by the Buyer pursuant to such patent rights as Seller or its manufacturers may own or enjoy. Seller shall not be liable for any use to which any such products may be put as part of any system, mechanism or process covered by patent rights of others. Buyer shall not engage in any conduct or take any action which infringes any patent or intellectual property rights of Seller or any of its manufacturers.

11. Start-Up, Commissioning And Tests. Any start-up, commissioning or tests requested by the Buyer to determine the performance of products covered by Seller’s

12. Conflicting Provisions Offered By Buyer. Any terms and conditions of Buyer’s purchase order which are different from, in addition to or inconsistent with the terms and conditions expressed herein, are hereby rejected, and will not be binding on Seller in any manner whatsoever unless accepted by Seller in writing. Seller shall ship the subject products only on the condition that these terms and conditions shall be binding on the Buyer.

13. Limited Warranty. a. Warranty. Products that are not manufactured by Seller are not warranted by Seller and have such warranties as may be extended by the respective manufacturer. Seller warrants the products manufactured by Seller as follows: Seller warrants products to be free from defects in material and workmanship for a period of 14 months from date of shipment from factory, or 12 months from start-up, whichever is earlier. Buyer must notify the original installer of the product and Seller, in writing, within the Warranty Period, providing a detailed description of all claimed defects. Seller will repair or replace without cost to the original Buyer any product or portion thereof which shall be returned to Seller’s factory, transportation charges prepaid, and which Seller’s inspection confirms are defective. Returns must have prior written approval by Seller and are subject to restocking charge where applicable. Additional warranty protection is available on an extra-cost basis and must be in writing and agreed to by an authorized signatory of the Seller. b. Exclusions. i. This Warranty does not apply to conditions resulting from the product being altered, abused, vandalized, misused, damaged by accident or negligence; adverse weather, moisture, condensation during transportation or storage, or other environmental conditions; unusual physical, electrical, or mechanical stress; operation with any accessory, equipment or part not specifically approved by Seller; refrigerant not supplied by Seller; and/or lack of proper maintenance as recommended by Seller. Seller shall not be obligated to pay for the cost of lost refrigerant or lost product. ii. This Warranty does not apply to conditions resulting from the use of unapproved water treatment or cleaning solutions, as described in the product documentation. iii. This Warranty does not apply to conditions resulting from the improper use or installation by the Buyer or anyone else outside of Seller’s control. iv. This Warranty does not apply to damage caused by servicing by other than an authorized agency. v. This Warranty does not apply to conditions resulting from improper material modifications made to the Product(s) by the Buyer or a third party. vi. This Warranty specifically excludes any damage or loss related to a liquid release of any kind regardless of cause. vii. This Warranty specifically excludes lost profits, loss of revenue, incidental, special, or consequential damages, punitive or exemplary damages, including but not limited to loss of the use of products, facilities, or production, inconvenience, loss of time or labor expense involved in repairing or replacing the alleged defective product, whether under contract, tort or strict liability. viii. This Warranty does not apply to equipment furnished by the Buyer or end user, either mounted or unmounted, or when contracted for by the Buyer or end user to be installed or handled. ix. Seller’s liability under this warranty shall not in any case exceed the amount paid for the product found to be defective. x. Products manufactured by Seller that includes required start-up and sold in North America will not be warranted by Seller unless Seller or an authorized partner performs the startup. xi. No warranty liability whatsoever shall attach to Seller until Buyer’s complete order has been paid for in full and Seller’s liability under this Warranty shall be limited to the purchase price of the Equipment shown to be defective. xii. This warranty does not include labor, material and other costs related to the removal, replacement, and transportation of defective parts or components. c. Severability. To the extent that any provision of this warranty would be void or prohibited under applicable law, such provisions shall be limited in effect to the minimum extent necessary to render the remaining provisions hereof enforceable. d. No Other Warranties. SELLER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING PREVENTION OF MOLD/MOULD, FUNGUS, BACTERIA, MICROBIAL GROWTH, OR ANY OTHER CONTAMINATES. EXCEPT FOR SELLER’S WARRANTY EXPRESSLY SET FORTH HEREIN, SELLER DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY WARRANTIES, EXPRESS OR IMPLIED CONCERNING ITS PRODUCTS, EQUIPMENT OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF DESIGN, MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR PURPOSE, OR OTHERS THAT ARE ALLEGED TO ARISE FROM COURSE OF DEALING OR TRADE.

14. Assignment. Buyer may not assign the Agreement without the prior, written consent of Seller, which consent may be withheld by Seller in its sole and absolute discretion.

15. Applicable Law, Jurisdiction/Venue And Attorneys’ Fees. This Agreement shall be delivered in, and shall in all respects be governed by, subject to, enforced and construed in accordance with the laws of the State of California including all matters of construction, validity, performance and enforcement. The Parties agree that the exclusive jurisdiction and venue of any action between the Parties arising out of, or in any way connected with the provisions of this Agreement, the subject matter hereof, the Parties mutual rights and obligations arising heretofore or hereafter or the performance of any of the terms and conditions hereof by either of the Parties hereto including any disputes that may arise following the expiration or termination of this Agreement, shall be the Superior Court of California for the County of Contra Costa and the United States District Court for the Northern District of California, as applicable, and each of the Parties hereby submits itself to the exclusive jurisdiction and venue of such courts for purposes of any such action or proceeding. In the event of any dispute between Seller and Buyer regarding the sales of any products, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert witness fees and all costs and expenses.

16. Complete Agreement. These Terms, the Seller’s Documents and any specifications for the products (collectively, the “Agreement”) constitute the entire and exclusive agreement between Buyer and Seller, and no additional or different terms or conditions stated by Buyer shall be binding unless agreed to by Seller in writing. The Agreement supersedes all other prior agreements and discussions, oral or written between Seller and Buyer. Neither course of dealings, nor usage of trade, shall be relevant to supplement or explain any terms used in this Agreement, and this Agreement may be modified only by a writing signed by both Seller and Buyer. The failure of Seller to insist upon strict performance of any of the terms and conditions stated herein shall not be considered a waiver of any other terms or conditions or any of Seller’s other rights.