PROTRONIX CONTROLS West, LLC.

Purchase Acknowledgement And Standard Terms And Conditions: These terms and conditions govern the sale of products sold by Protronix Controls West, LLC (Seller). These terms and conditions take precedence over any additional or different terms and conditions of customer to which notice of objections is hereby given. Acceptance by customer is limited to these terms and conditions. Neither Seller’s commencement of performance, nor delivery shall be deemed or constituted as acceptance, on any additional or different terms and conditions of customer.

Acceptance: The terms and conditions herein and set forth are incorporated into Seller acceptance. This is an exact copy of the subject order as accepted by Seller and entered for processing at Protronix Controls West, LLC. This acceptance should be carefully compared with buyer’s original order and seller’s Quote (if applicable) and any terms not specifically set forth herein are deemed objected to, notwithstanding any different or additional terms that may be embodied in buyer’s purchase order, buyer’s purchase order is accepted only on the condition that buyer expressly consent to the terms and conditions contained in this acceptance, is given by buyer to seller. writing the earlier of said three (3) days or the date the manufacture begins Manufacturing of the item(s). Buyer agrees that this acceptance, including the terms and conditions herein, shall constitute the complete, entire, and final agreement between seller. and buyer in respect of this order. No waiver, alteration, or modification of the terms and conditions contained herein, shall be binding unless specifically accepted by seller. Authorized Representative in writing.

Transportation and Delivery price Changes: Transportation and delivery prices are subject to change without notice. All orders are accepted subject to Protronix Controls West, Inc. price in effect at the time of shipment. All charges in freight rates or transportation charges used by Protronix Controls West, Inc. in computing prices and charges shown on this acceptance occurring after the date of this acknowledgement will be for Buyer’s account. If Buyers’ should change the point at which the products are to be delivered F.O.B. the corresponding increase of decrease in freight transportation charges will be for Buyer’s account. Seller shall not be liable for any transportation changes incurred at destination such as spotting, switching, drayage, demurrage, pier unloading charges, etc.

Payment: Payment shall be due in 30 Days Net from the date on the Invoice. Terms other than 30 Days of payment on all shipment are subject to approval by seller and it’s Accounts Receivable Manager. ANY AMOUNTS NOT PAID BY 60 DAYS OF THE DUE DATE AS INDICATED ON THE FACE OF SELLER’S INVOICE TO BUYER SHALL BE SUBJECT TO A FINANCE CHARGE OF ONE AND A HALF (1.5%) PERCENT PER MONTH UNTIL PAID IN FULL. The rate of said finance charges are being equivalent to an annual Percentage rate of 18% per annum. In no event however, shall the rate of the said finance charge exceed the highest rate permitted by law. NONPAYMENT after 120 days Protronix Controls, LLC will file CONTINUED NON PAYMENT will be subject to all interest and Attorneys’ fees and will be filed immediately with the County Court in Small Claims Court for recovery of all charges, cost, fees, delivery, and interest associated with the process of collection on an account and will before Buyer’s account.

Taxes and Rate Charged: Seller collects DAVIS COUNTY tax at the current rate. NON-TAXABLE. By law requires a TC-721 FORM, EXEPTION CERTIFICATE AND MUST BE ON FILE/RECORDED FOR ALL TAX EXEMPT PURCHASES. Taxes are charged from the location the shipment is SHIPPED FROM, in most cases that is Centerville City, UT. , because if a shipment is lost or damaged before reaching customer’s site , it is the seller that would file the claim with the carrier, since seller. remains l in position of product until it arrives to the customers’ designated site. Once the item(s) are received at the Customer site, the Customer takes full responsibility and possession of shipment.

Taxes: Buyer is responsible for computing and paying tax with respect to the sale, purchase, delivery, storage, processing, use, consumption, services or transportation of any of the products sold.

Market Price Changes: In the event of any market changes in the cost of raw materials beyond the controls of seller. during the Manufactures’ process for any of the reasons set forth below the material prices shall be increased to account for the additional cost and the seller. shall give notice of such to Buyer.

Delivery: Manufacture shipment and delivery shall be subject to any prohibition or regulation imposed by the federal or any state or local government or any subdivision or agency thereof. Seller shall not be liable for any delay or failure to perform in whole or in part, directly or indirectly resulting from or contributed to acts of God, war riot, embargoes, acts of civil or military authorities, national emergencies, insurrection or riots, floods, strikes, work stoppage, accidents, casualties, inability to procure supplies and raw materials, delays in transportation, shortage of cars, or other caused beyond Seller’s. control.

Cancellations: The contract resulting from this acknowledgement and acceptance of Buyers’ order cannot be cancelled, terminated or modified by Buyer in whole or in part, nor shall released be held up by Buyer after raw material is in process, except with seller’s consent in writing and then only upon terms and conditions to be agreed upon which shall include protection of seller against all loss direct and consequential.

Returns: Regardless if under manufacturer’s warranty or not: Orders are processed in accordance with seller’s terms and conditions. Used items are not returnable unless there is a warranty issue. Any boxes or packaging that is written on cannot not be returned for credit. . All returns require a RMA #, are subject to restocking fees, and all shipping costs associated. No equipment will be accepted and will be returned unless a RMA# has been obtained from an authorized representative of Seller Unauthorized returns of equipment cannot be accepted. NOTE: ALL CUSTOM/NON-RETURNABLE ORDERS CANNOT BE RETURNED. ANY USED ITEMS ARE NON-RETURNABLE. Credit will not issued to our customer until Protronix Controls, LLC has received credit from our vendor. A. Please call 1-801-683-3133 and ask for the Return Authorization representative. B. Or visit www.protronixcontrols.com find SERVICES tab, then choose RMA, Return merchandise Authorization, scroll to the bottom of the page and find “Download RMA form” (this has the RMA form download version for your convenience.) All areas of the form must be Complete and submitted by fax 801-683-3134 or by email orders@protronixcontrols.com immediately to begin the process and to obtain Authorization(s). Incomplete forms will delay processing. NOTICE: A complete form does NOT guarantee eligibility it only begins the process to verify eligibility and determine the next step possible. C. Return Authorization forms can be sent to: Email to orders@protronixcontrols.com or Fax to 801-683-3134.

All Warranties (custom or standard parts).whether expressed or implied are restricted to each individual manufactures warranties, both in length of time for each warranty and in what is specifically covered with each individual manufactures warranties.

Waiver: Waiver by either Protronix Controls West, Inc. or Buyer of a breach by the other of an provisions herein shall not be deemed a waiver of future compliance therewith; any such provisions shall remain in full force and effect.

Notices: NOTICES SHALL BE SENT BY NATIONALLY RECOGNIZED OVERNIGHT COURIER AT THE FOLLOWING ADDRESS: Protronix Controls, LLC 1168 West 500 North Centerville, UT 84014 And shall be effective the date of the actual delivery.

Signature and binding Effect: The parties acknowledge that signature, if required, may be in the form of facsimile and such shall satisfy the required, may be in the form of facsimile and such shall satisfy the requirement of both a writing and signature to be binding otherwise they shall be binding in accordance with the terms set forth herein without signature.

Entire Agreements: This agreement constitutes the entire agreement between the parties and supersedes any oral or prior agreements or understandings. In the event any provision hereunder is deemed to be invalid or unenforceable the remainder shall not be affected. Sellers failure to exercise or enforce an of its right shall not constitute a waiver thereof and shall continue in force.

Credit: Credit is never to be taken or assumed and must be arranged by an authorized representative of Protronix Controls West, Inc. A credit application must be signed by a Company Officer (BUYERS) and on file agreeing to 3

30 net terms: Sellers. purpose of credit is to allow for good standing customers to pay in time, per terms and seller’s. purpose of credit is to allow for good standing customers to pay in time, per terms and seller. can secure payment in 60 days from the date of the invoice.

Return for credit policy: Part of seller’s. customer service is the assistance of a return of items that are purchased (only if RMA processing rules and regulations are followed and approved per guidelines set.) since seller. does not charge for this service we cannot collect fees if a customer request cash refund for items returned for reasons that do not apply to Return Authorization(s) rules and regulations. Seller’s . policy has always been to provide customers with a credit, that will be applied toward the purchase of equipment , that Protronix Controls, LLC. sales. Seller. does not provide credits in the form of cash, check, or ACH deposit since the cost to seller are significant in processing orders and are not incorporated in the costs of products of sale. Customers can recover the cost of items returned (only if Return Merchandise rules and regulations are followed, approved with correct authorization processing, is complete and correct, and provided to seller. according to those requirements) Customers can recover the cost of items returned by purchasing other products from seller. provides. All credits must be authorized through Protronix Controls West, LLC. Credit Manager by emailing a request to: Kristy@protronixcontrols.com or by fax: 801-683-3134. Protronix Controls, LLC. does appreciate your business and we look forward to working with you.

Blanket Orders: Protronix Controls West, LLC requires all customers placing blanket orders to sign a contract with Protronix Controls, LLC agreeing to purchase all products that on their blanket orders that Protronix Controls West, LLC purchases for them. Other terms and conditions could apply for each blanket order.