TERMS AND CONDITIONS

The undersigned agrees, as a condition of the extension of credit, to the following terms and conditions. FABRITEC,
LLC. will not be bound by any terms on the Buyer’s order form that are at variance with this agreement.

TERMS OF PAYMENT: Payment terms will be determined by our Accounts Receivable Department and shared upon application approval.
In the event Buyer wants to delay shipment of a completed order, FABRITEC, LLC. may “Bill and Hold” the order. However, payment is due in
accordance with payment terms whether or not the order has been shipped. Invoice date shall be either the date of shipment or the date order
is ready for shipment or placed in will-call.

FABRITEC, LLC. reserves the right to change the credit terms of the company, cancel an order, or require a deposit to proceed with an order. No
such change will cause FABRITEC, LLC. to have any liability to the Buyer.

CANCELLATION: All orders received by FABRITEC, LLC. from Buyer will be orders for custom-made product. As such, they may not be cancelled.
In the event of a cancellation, FABRITEC, LLC. shall have the right to charge a cancellation fee to cover any costs it may have incurred, including
a minimum fee to cover the cost of having taken the order.

PRICES: Prices and specifications are subject to change without notice. Written quotations expire 90 days from the date of quotation. All
pricing is F.O.B. FABRITEC, LLC.

WRITTEN ORDERS: All orders submitted to FABRITEC, LLC. by Buyer must include Buyer’s purchase order and FABRITEC, LLC.’s order form with
all specifications clearly indicated in writing. Any specifications communicated verbally to FABRITEC, LLC. by Buyer that result in FABRITEC,
LLC.’s producing the wrong product will be remade at the Buyer’s expense.

DELIVERY: Shipping dates provided by FABRITEC, LLC. to the Buyer are approximations. Deviations from promised ship dates shall not result in
any damages due to Buyer from FABRITEC, LLC., nor shall they be acceptable grounds for cancellation of an order.

SHIPPING DAMAGE CLAIMS: Claims for damaged shipments must be reported immediately to the carrier, and must be indicated on all delivery
receipts signed by the Buyer. Should damage be noticed after delivery, Buyer must immediately notify carrier, and file a timely claim. If Buyer
should fail to do so, all recourse to FABRITEC, LLC. shall thereby be waived.

WARRANTY: FABRITEC, LLC. products are warranted to be free of defects in materials and workmanship under normal use and conditions for
the warranty period of the specific product purchased. (See product specific warranties.) Motors, electrical and electronic accessories are
warranted for 5 years.

FABRITEC, LLC.’s only obligation under this warranty shall be to repair or replace product which does not conform to its warranty. The rework
method (i.e. to repair or to replace) shall be determined solely by FABRITEC, LLC. FABRITEC, LLC. shall not be liable for any injury or damage,
direct or consequential, arising out of the use of its products. Before purchasint, Buyer, or End User, must determine the suitability of the
product for its intended use. Buyer and End User assume all risks associated with this determination.

The following items are excluded from this warranty:

a) Product that has been opened and returned with clear evidence of abuse or other damage.
b) Product that was improperly installed.
c) Electronic and electrical product wired and installed at variance with our written instructions and wiring diagrams.
d) Product improperly used, or which has been used in an application that exceeds our specifications.
e) Product made incorrectly because Buyer failed to supply necessary information, or supplied incorrect information.

All costs related to the return and reinstallation of product covered by this warranty shall be borne by the Buyer.

A Return Authorization is required to return any product to FABRITEC, LLC. for any reason. The Return Authorization number must be
prominently displayed on each carton and the Return Authorization itself must be included in the package. Product shipped to FABRITEC, LLC.
without the Return Authorization on the packaging will be refused by our Receiving Department, and returned to Buyer at Buyer’s expense.

Buyer shall include all of the provisions of this warranty in any resale of FABRITEC, LLC. product. FABRITEC, LLC.’s liability to a third party shall
be no greater than its liability to the Buyer.

WAIVER: The failure of FABRITEC, LLC. to seek redress for any breach of this agreement, shall not operate as a waiver of any subsequent
breach.

APPLICABLE LAW: The laws of the State of California shall govern the interpretation of the provisions of this agreement.

JURISDICTION: In the event FABRITEC, LLC. has to file suit to collect money due, Buyer agrees to the jurisdiction of the North Hollywood,
California courts.

COLLECTION AND ATTORNEY’S FEES: In the event of nonpayment, Buyer agrees to pay all costs of collection, including agency fees, court costs,
attorney fees, etc. in an amount not less than 25% of the unpaid principal and interest.

ARBITRATION: In the event of a dispute, Buyer agrees that FABRITEC, LLC. may elect resolution through binding arbitration in Los Angeles, CA
under the rules of The American Arbitration Association with one arbitrator presiding. Buyer agrees to be bound by FABRITEC, LLC.'s choice
between litigation and/or arbitration.