Terms of Sale

1. DEFINITIONS

In these Standard Terms of Sale (“Terms”), the following words shall have the following meanings (unless the context otherwise requires): “Company” means Hill & Smith Inc., a Delaware corporation; “Contract” means any purchase order, distributor or sales agreement, or other agreement for the sale of Goods between Company and Customer to which these Terms apply; “Customer” means the person, firm or company who has placed an order for Goods from Company; “Delivery Point” means Company’s address or such other address as Company may specify to Customer; and “Goods” means all goods and/or services to be supplied under the Contract to Customer by Company.

The following words are defined in the sections below: “Delivery” (Section 5.1); “HS ABC Policy” (Section 13.2); “HS Code of Conduct” (Section 13.2); “Orders” (Section 2.1); “Warranty” (Section 7.1); and “Warranty Period” (Section 7.3).

2. GENERAL

2.1 Any quotation is not an offer to sell Goods. All orders by Customer for the Goods
(“Orders”), if accepted by Company in its sole discretion, will be accepted subject only to these
Terms. DIFFERENT OR ADDITIONAL TERMS PROPOSED BY CUSTOMER ARE EXPRESSLY REJECTED.

2.2 If, subsequent to this Contract, any sale is concluded with the same Customer
without express reference to these Terms, these Terms shall apply unless expressly modified in
writing signed by both parties.

2.3 Any statement or representation by Company upon which Customer intends to rely
must be set out in a writing signed by both parties. Sales literature is for information only and
forms no part of the Contract.

2.4 All quotations expire on the stated expiration date or, if none, within sixty (60)
days from issuance and may be withdrawn at any time.

2.5 Verbal, telephone, fax, or email Orders are at Customer’s risk and must be confirmed
in writing within seventy-two (72) hours. No Order is accepted until written acknowledgment is
issued by Company.

2.6 No accepted Order may be cancelled without Company’s written agreement, and
Customer shall indemnify Company for all resulting losses and expenses.

2.7 Company may cancel an Order if satisfactory credit references are not received and
shall have no liability for such cancellation.

3. PRICES

3.1 Prices exclude Delivery costs, duties, taxes, and governmental impositions unless
stated otherwise. Applicable sales tax will be added.

3.2 Company may increase prices prior to Delivery to reflect increased costs, changes
requested by Customer, or delays caused by Customer.

4. PAYMENT

4.1 Payment is due in U.S. Dollars within thirty (30) days of Delivery unless otherwise
agreed in writing.

4.2 If Customer fails to take Delivery, Company may invoice upon tender of Delivery.

4.3 Payment is not deemed received until cleared funds are received.

4.4 Late payments accrue interest at four percent (4%) above the JPMorgan Chase prime
rate.

4.5 Customer may not withhold payment or assert any set-off.

4.6 Export Goods shall be paid by confirmed irrevocable letter of credit or prior to
manufacture, unless otherwise agreed.

4.7 Time for payment is of the essence.

4.8 All payments become immediately due upon termination.

5. DELIVERY

5.1 Delivery occurs when Goods are made available at the Delivery Point.

5.2 Delivery dates are estimates only and not of the essence.

5.3 Company may deliver in installments. Each installment constitutes a separate
contract.

5.4 Delivery depends on Customer providing required information and approvals.

5.5 Customer is responsible for import duties and compliance with destination laws.

5.6 Customer shall:

1. Observe Company safety rules while on Company premises; and
2. Follow all installation and usage instructions. Unauthorized modifications void warranties.

6. RISK AND TITLE

6.1 Title passes upon Delivery.

6.2 Risk passes upon Delivery unless otherwise agreed.

6.3 Transit damage claims require timely written notice and proper documentation.

6.4 Short delivery claims must be reported within three (3) days.

6.5 Company is not liable for transit damage when Goods are collected or shipped by
third parties.

7. WARRANTY AND LIABILITY

7.1 Company warrants Goods against material defects during the Warranty Period.

7.2 Company disclaims liability for injury or damage resulting from impacts or misuse.

7.3 THE WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES.

7.4 Defect claims must be reported within the applicable Warranty Period.

7.5 Company’s sole obligation is refund, repair, or replacement at its election.

7.6 Warranty applies only to Customer, except authorized distributor transfers.

7.7 Warranty does not apply to misuse, unauthorized modifications, or normal wear.

7.8 Customer shall indemnify Company for all losses arising from Customer’s breach.

7.9 Company’s liability shall not exceed the purchase price of the Goods.

8. TERMINATION

8.1 Company may terminate or suspend performance upon specified insolvency,
payment, or compliance events.

9. CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS

9.1 All intellectual property remains the property of Company or its licensors.

9.2 Infringement claims must be promptly reported to Company.

9.3 Company may modify, replace, license, or repurchase Goods to resolve infringement
claims.

10. FORCE MAJEURE

Company shall not be liable for failure or delay caused by events beyond its reasonable control.

11. HEALTH AND SAFETY

Customer shall follow all safety instructions and ensure Goods are used safely at all times.

12. TESTING AND INSPECTION

12.1 Testing requested by Customer is at Customer’s expense and final.

12.2 Certificates are provided only if requested and agreed in writing.

12.3 Customer shall pay for compliant test pieces.

13. COMPLIANCE

13.1 Customer shall comply with all applicable laws, including anti-corruption laws.

13.2 Customer shall comply with the HS Code of Conduct and HS ABC Policy.

13.3 Company may audit compliance and terminate for non-compliance.