OPTIMUS SOLUTIONS, INC. ("OPTIMUS")
STANDARD DOMESTIC TERMS & CONDITIONS

DAMAGES LIMITATION. NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY SORT, NOR FOR ANY LOSS OF PROFITS, LOSS OF SALES OR BUSINESS INTERRUPTION (WHETHER OR NOT SUCH DAMAGES ARE CLASSIFIED AS DIRECT OR INDIRECT DAMAGES), WHETHER ARISING UNDER WARRANTY, GUARANTEE, CONTRACT, TORT OR ANY OTHER CAUSE OR COMBINATION OF CAUSES WHATSOEVER RELATED IN ANY WAY TO OR ARISING FROM THIS ORDER OF THE GOODS OR SERVICES COVERED BY THIS ORDER.
Without expanding the foregoing limitation, under no circumstances shall OPTIMUS be liable to Customer, its employees, affiliates or agents by reason of its agreement to perform services or sell goods to Customer hereunder or by reasons of the subject matter hereof in an amount exceeding the greater of its applicable insurance paid for such claim/loss or the sum paid or owing to OPTIMUS in this Order. THE PROVISIONS OF THIS LIMITATION SECTION SHALL PREVAIL OVER ANY INCONSISTENT PROVISION(S) IN THESE TERMS OR ELSEWHERE BETWEEN THE PARTIES AND SHALL SURVIVE TERMINATION OR EXPIRATION OF THE AGREEMENT.

DISCLAIMER OF WARRANTIES. UNLESS OTHERWISE EXPRESSLY STATED ON THE FACE HEREOF OR IN A SIGNED MODIFICATION OF THIS ORDER: (1) THERE ARE NO REPRESENTATIONS OR WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF; (2) OPTIMUS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, ON ANY OF THE GOODS OR SERVICES (INCLUDING ANY MANUALS, INSTRUCTIONS, DRAWINGS OR SPECIFICATIONS RELATED THERETO) SOLD PURSUANT TO THIS ORDER AND SPECIFICALLY EXCLUDES AND DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, CONCERNING MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE; (3) OPTIMUS WILL MAKE REASONABLE EFFORTS TO ASSIST CUSTOMER WITH REGARD TO ANY WARRANTIES PROVIDED FOR CUSTOMER’S BENEFIT BY THE ORIGINAL SUPPLIER OR MANUFACTURER WITH RESPECT TO NEW GOODS SOLD PURSUANT TO THIS ORDER.

LIMITATION OF REMEDIES. IF ANY WARRANTY IS DEEMED TO EXIST (WHETHER ARISING FROM STATUTE, COMMON LAW, CUSTOM OR OTHERWISE) WITH RESPECT TO THE GOODS OR SERVICES COVERED BY THIS ORDER, THE REMEDY OF REPAIR OR REPLACEMENT OF THE DEFECTIVE WARRANTED GOOD OR SERVICE SHALL BE THE EXCLUSIVE REMEDY AVAILABLE TO CUSTOMER, ITS PRINCIPAL OR AGENT. IN THE EVENT THAT REPAIR OR REPLACEMENT IS AN INEFFECTIVE REMEDY, THE SOLE AND EXCLUSIVE ADDITIONAL REMEDY IS THE RIGHT OF CUSTOMER TO RECOVER AN AMOUNT NOT TO EXCEED THE AMOUNT PAID TO OPTIMUS FOR THE DEFECTIVE GOOD OR SERVICE. EXCEPT FOR SUCH REPAIR, REPLACEMENT OR REFUND, OPTIMUS SHALL NOT BE LIABLE FOR ANY LOSS, INJURY, EXPENSE OR DAMAGE CAUSED BY OR RESULTING FROM THE GOOD OR SERVICE WHETHER CAUSED BY DEFECT, FAILURE OR MALFUNCTION AND WHETHER A CLAIM OF SUCH DAMAGE IS BASED UPON WARRANTY, CONTRACT, NEGLIGENCE OR OTHER THEORY. Any warranties and representations that exist (1) apply to the services and goods described as being sold by OPTIMUS and does not apply to existing equipment of Customer or any goods or services provided by others; (2) are conditioned on Customer paying the sums due as and when they become due; and (3) shall not apply to any good or service which has been altered or tampered with by or through Customer, has been used beyond its normal useful or expected life, has not been properly erected and operated by or through Customer according to the operating instructions and manuals, or which has had corrective work done thereon by any party without OPTIMUS’s written consent. No person has the authority to bind OPTIMUS to any representation of warranty other than the foregoing limited warranties with the limited damages and remedies specified. Notwithstanding any of the foregoing, there is no warranty on cracked tire repairs.

INDEMNIFICATION. Customer shall indemnify and hold OPTIMUS harmless from all expenses (including reasonable attorneys’ fees), claims, demands, judgments, actions, costs, and liabilities (excepting where OPTIMUS is found to be solely or grossly negligent) which arise from, relate to or are connected with the performance of this Agreement or Customer, its employee or agent’s possession, use, operation or resale of the goods or services described herein or any manuals, instructions, drawings or specifications related thereto. WHILE SUCH OBLIGATIONS ARE DENIED, ANY INDEMNITY OBLIGATIONS OPTIMUS IS DEEMED TO HAVE RELATED TO OR ARISING FROM THE ORDER ARE LIMITED TO, AND SHALL IN NO EVENT EXCEED, THE AMOUNT OF OPTIMUS’S APPLICABLE INSURANCE COVERAGE PAID FOR SUCH LOSS OR OBLIGATION.

PAYMENTS. If, in the judgment of OPTIMUS, the financial condition of Customer does not justify the terms of payment specified, OPTIMUS may require full or partial payment in advance. If shipment is delayed by Customer, payments shall become due from the date when OPTIMUS is prepared to make shipment. If manufacturing is delayed by Customer, payment shall be made based on the purchase price and percentage of completion.

TAXES. The price does not include any federal, state, or local property, license, privilege, sales use, excise, gross receipts or like taxes which may now or hereafter be applicable with respect to any goods or services provided by OPTIMUS. Customer agrees to pay all such taxes and to indemnify and hold harmless OPTIMUS and its subcontractors from all such taxes and any interest, penalty, or other expense related to any such tax.

TERMINATION. Absent an agreement of the parties, OPTIMUS reserves the right to cancel an order upon an unforeseen significant increase in the cost of a good or materials required to manufacture such good due to causes such as increased tariffs, changes in law, or global supply chain issues. If OPTIMUS cancels an order after payment, OPTIMUS will refund such payment in conformity herewith. No prices are guaranteed. In such event, OPTIMUS reserves the right to increase the sale price and alter the delivery schedule at any time prior to the expected shipment date provided that written notice of such price increase is sent to Customer at least 30 days prior to shipment. Customer shall be deemed to have accepted the price increase unless at least 7 business days prior to the date of expected shipment, Customer cancels the order. Any order or contract may be terminated by Customer only upon payment of a reasonable cancellation fee in an amount equal to expenses already incurred and commitments made by OPTIMUS. Expenses include engineering, administrative and marketing, as well as manufacturing and purchasing expenses.

PERSONNEL. Customer agrees it will not, without the prior written consent of OPTIMUS, employ personnel of OPTIMUS during the period of work provided under this Order or for a period of one year thereafter.

CURE PERIOD. The period within which OPTIMUS may cure any default in the performance of any of its obligations hereunder shall be thirty days after receipt by OPTIMUS of written notice of default from Customer. However, a default which reasonably requires more than thirty days to cure shall be deemed cured if OPTIMUS in good faith within thirty days after receipt of notice commences performance requisite to cure same and thereafter with reasonable diligence proceeds to complete the performance required to cure such default within a commercially reasonable time.

DELIVERY AND RISK OF LOSS. Unless otherwise stated, delivery of goods will be made Ex Works Shipping Point (2020 Incoterms). Customer shall be solely responsible for any freight, tariffs, customs, import duties, or other related obligations unless otherwise specifically set forth on the face of this Order. Shipping dates are approximate and are based on prompt receipt of all necessary information from Customer. OPTIMUS shall not be liable for any incidental or consequential damages of any type for delay with respect to shipping, delivery, installation or start-up dates.

FORCE MAJEURE. OPTIMUS shall not be liable for failure to perform or for delay in performance due to fire, flood or other acts of God, strike, pandemic, endemic or other difficulty, war, terrorist act, act of any governmental authority or of Customer (including a change in tariffs or other law), riot, embargo, car shortage, wrecks or delay in transportation, inability to obtain necessary labor, materials, goods or manufacturing facilities from usual sources or due to any other cause beyond its reasonable control. Notwithstanding the foregoing, the parties agree they cannot anticipate how global supply chain issues will affect the availability or price of materials and agree that the inability of OPTIMUS to receive or timely receive materials and the significant price increase of materials will be considered a Force Majeure Event that will extend the schedule accordingly and may lead to termination of the order by OPTIMUS without fault if performance becomes impossible or commercially impracticable. In the event of delay in performance due to any such cause, the date of delivery or time for completion will be postponed by such length of time as may be reasonably necessary to compensate for the delay.

CUSTOMER’S DELAY OR FAILURE TO ACCEPT DELIVERY. Any delay by Customer in approving drawings, making progress payments in accordance with the any schedule, or in providing other information or approvals required (as applicable) shall impact the schedule by the number of days of the delay. If Customer fails to accept delivery of or otherwise take possession of goods sold hereunder within thirty days from notification of readiness to ship, OPTIMUS has the right to charge Customer storage fees on a daily basis starting on day 31, to store and/or transport the goods itself or through a third party, or to take any combination of such actions, all at Customer’s sole cost. If the Customer fails to take actual possession of the goods within sixty days from notification of readiness to ship without reaching a written agreement with OPTIMUS regarding same, OPTIMUS has the right to sell or dispose of such goods without recourse.

FINANCE CHARGE AND COLLECTION COSTS. If payments are not made in accordance with the stated terms, Customer shall pay a finance charge of 1.5% per month on the unpaid balance and all reasonable attorneys’ fees and costs of collection incurred by OPTIMUS.

SECURITY FOR PAYMENT. To secure the payment of any and all amounts due OPTIMUS, OPTIMUS retains and Customer grants to OPTIMUS a security interest under the Uniform Commercial Code in the equipment and other goods purchased hereunder and agrees to execute and deliver to OPTIMUS such financing statements as OPTIMUS may reasonably request. If Customer fails to make payment in accordance with the stated terms, OPTIMUS may declare all obligations of Customer to OPTIMUS immediately due and payable and proceed to enforce payment and exercise any and all of the rights and remedies provided by the Uniform Commercial Code.

DISPUTE RESOLUTION.
Any and all disputes or claims relating to or arising out of this Order shall be settled by arbitration conducted in accordance with the Uniform Arbitration Act, KRS Chapter 417, in force at the time of the execution and delivery of this Order, with exclusive jurisdiction, venue and place of arbitration in Jefferson County, KY. The appropriate Kentucky court shall have the sole power, authority and jurisdiction to enforce this arbitration provision. This paragraph shall be construed as broadly as legally permissible to use arbitration for the purposes described. THE PARTIES SPECIFICALLY AND IRREVOCABLY WAIVE A JURY TRIAL OF ALL ISSUES AND MATTERS. Judgment upon the award entered by the arbitrator may be entered in any court having jurisdiction. The arbitrator shall use the substantive and procedural laws of Kentucky. The arbitration award shall be final and binding on the parties, and the parties agree to be bound thereby. Applicability of the provisions of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from this Order. Prior to initiation of arbitration, officers from both parties shall engage in good faith efforts to resolve any dispute. Either party may give the other party written notice of any dispute not resolved in the normal course of business. The receiving party shall submit to the other a written response. If the matter is not resolved within 30 days, either party may provide a notice of arbitration. Arbitration shall be conducted by a single arbitrator, who shall be selected by agreement of the parties. If the parties cannot agree on an arbitrator, the parties shall utilize the American Arbitration Association for the arbitration, and the Commercial Rules will apply. The arbitrator shall have no authority to award any indirect, incidental, consequential, punitive or exemplary damages in any determination. A party hereto who is required to enforce the processes of this arbitration provision shall be entitled to recover attorney’s fees incurred in enforcing the requirements of this provision.

MANUALS, DRAWINGS AND SPECIFICATIONS. All manuals, drawings or specifications related to the goods and services described or sold and the information contained therein contain proprietary information and may not be reproduced, transferred, or distributed or used in any manner unrelated to the goods sold pursuant to this order by Customer without the prior written consent of OPTIMUS. No license of any kind is granted to the proprietary or confidential information or documentation of OPTIMUS.

ACCEPTANCE OF ORDER. This Order may be executed and delivered by electronic copy, including Docusign, electronic, emailed or faxed signatures of Customer (or OPTIMUS as applicable). Electronic copies showing the signature(s) will constitute original signed copies of the same agreement requiring no further execution. Acceptance of this Order by OPTIMUS is expressly limited to the terms contained herein. All other terms and conditions are expressly rejected by OPTIMUS, invalid, and of no effect. This order supersedes all other offers submitted by OPTIMUS or Customer and all terms and conditions in any correspondence, acknowledgments or purchase order submitted to OPTIMUS by Customer. OPTIMUS hereby notifies Customer in advance that OPTIMUS objects to any terms and conditions included with Customer’s purchase order or other document which are additional to or different than the terms herein, unless specifically accepted by OPTIMUS in a writing signed by an officer of OPTIMUS. This agreement shall be irrevocably accepted by Customer upon the earlier of: (a) Customer signing this document; or (b) OPTIMUS’s commencing to perform hereunder (whether relating to goods or services).

INDUSTRIAL KILN & DRYER GROUP. To the extent Industrial Kiln & Dryer Group, Inc. provides any services or goods by or through OPTIMUS for Customer on the subject order, all terms and conditions contained herein will also apply to Industrial Kiln & Dryer Group, Inc. and Customer.

INSURANCE. Any insurance which may be required of OPTIMUS shall be limited to the coverage indicated on the COI issued to Customer.

MODIFICATION AND WAIVER. This order contains the entire agreement between Customer and OPTIMUS regarding the goods or services described herein and can only be modified or rescinded in writing, signed by a representative of Customer and a duly authorized officer of OPTIMUS.