REVOLT Standard Terms and Conditions of Sales

These standard terms and conditions of sale (the “Standard Terms”) govern the sale of goods (“Goods”) supplied by REVOLT Wind and its affiliated companies (“REVOLT”) to a third-party distributor or consumer (the “Customer”). Except to the extent otherwise agreed in writing, all sales of goods by REVOLT to the Customer are subject to these Standard Terms.

BY PURCHASING GOODS FROM REVOLT PURSUANT TO A SALES ORDER THAT INCORPORATES THESE STANDARD TERMS BY REFERENCE, CUSTOMER AGREES TO AND INTENDS TO BE BOUND BY THESE STANDARD TERMS.

THE STANDARD TERMS ARE SUBJECT TO CHANGE FROM TIME TO TIME. THE PARTIES AGREE THAT THE VERSION POSTED TO THE REVOLT WEBSITE AT THE TIME THAT A SALES ORDER (OR OTHER AGREEMENT OF PURCHASE AND SALE) IS ENTERED INTO WILL GOVERN THAT SALES ORDER (OR AGREEMENT OF PURCHASE AND SALE). A COPY OF REVOLT’S CURRENT STANDARD TERMS MAY BE OBTAINED ON REQUEST OR BY VISITING THE FOLLOWING WEBSITE: revoltwind.com (THE “WEBSITE”).

1. Proposals

1.1 Proposal

REVOLT may issue written proposals or quotations (each a “Proposal”) to the Customer. All Proposals are subject to these Standard Terms except to the extent otherwise expressly stated in the Proposal.

1.2 Expire or Revocation

Each Proposal will expire on the date specified therein, or where no such expiration date is specified, on the date that is 15 days after the date of the Proposal. Unless otherwise indicated by REVOLT in a Proposal, every Proposal is revocable by REVOLT at any time on notice to the Customer.

1.3 Acceptance

The Customer may accept a Proposal at any time before it expires or is revoked by REVOLT, after which time the Proposal ceases to be of any force or effect. A Proposal may be accepted only by issuing a written Sales Order (as defined below) in accordance with these Standard Terms that expressly references the Proposal.

2. Agreement of Purchase and Sale

2.1 Purchase Orders

(a) Where the Customer wishes to purchase Goods, Customer may do so through a commitment to buy by purchase order (a “Customer PO”).

(b) Any such Customer PO shall be consistent with the unexpired Proposal provided by REVOLT, if applicable, and with these Standard Terms. To the extent that a Customer PO includes any terms or conditions that are additional to, or inconsistent with, the Proposal (if applicable) and these Standard Terms, such additional or inconsistent terms shall be disregarded and not form part of the binding agreement of purchase and sale except to the extent expressly agreed by REVOLT in a Sales Order.

(c) Purchase orders will only be accepted from companies with an extensive buying history from REVOLT, placing a deposit with REVOLT and a thorough credit background investigation.

2.2 Sales Order

Subject only to Section 1, REVOLT shall have no obligation to provide Goods until a sales order (a “Sales Order”) has been issued by REVOLT and accepted by the Customer in accordance with this Section and payment for the Goods has been made. Online Sales Orders are authenticated via online payment for the Goods. A Sales Order (including these Standard Terms and, if applicable, a Proposal and/or Customer PO that are/is incorporated by reference) that has been accepted by REVOLT shall be a binding agreement of purchase and sale between REVOLT and the Customer.

2.3 Incorporated Documents

(a) These Standard Terms are automatically incorporated into and form part of every Sales Order. Any reference to a Sales Order in these Standard Terms refers to the Sales Order including these Standard Terms. Any modifications to these Standard Terms must be expressly stated in the applicable Sales Order as issued by REVOLT and accepted by the Customer. Any additional or different terms proposed by the Customer, whether in a Customer PO or otherwise, that are not expressly accepted by REVOLT in accordance with the previous sentence are rejected by REVOLT and will not become part of the Sales Order.

(b) Where a Sales Order expressly references a Proposal, Customer PO or both, such Proposal, Customer PO (subject to Section 2.1(b)) or both shall be deemed to be incorporated by reference and form part of the Sales Order. Any reference to such a Sales Order in these Standard Terms refers to the Sales Order including the Proposal, Customer PO or both as incorporated therein.

(c) In the event of any discrepancy between a Sales Order, these Standard Terms, and a Proposal or Customer PO that has been incorporated into a Sales Order, such discrepancy shall be resolved with reference to the highest ranking document in the following list, which is ranked from highest to lowest precedence: Sales Order, Standard Terms, Proposal and Customer PO (after having disregarded any additional or inconsistent terms pursuant to Section 2.1(b)).

2.4 Acceptance

If a Customer takes delivery of any Goods, it will be deemed to have accepted the Goods unless timely rejection is provided by written notice to REVOLT within five (5) days of delivery as set forth below.

2.5 Non-Standard Goods

Where the Customer requires Goods that do not conform to REVOLT’s standard specifications and which must be modified as a result, the Customer will be responsible for all costs and expenses associated with the design and implementation of such modifications, unless otherwise indicated in a Sales Order. The scope and cost of such modifications shall be identified in the applicable Sales Order. Where the need for such modifications is identified after a Sales Order has been submitted, REVOLT shall suspend production of the Goods while REVOLT and the Customer agree on an amendment or supplement to the Sales Order to incorporate the costs of and expenses of such modifications.

2.6 Changes and Waivers

Subject to Section 10, any changes to a Sales Order are subject to agreement by both REVOLT and the Customer. No waiver, alteration or modification of a Sales Order shall be binding upon REVOLT unless made in writing and signed by a duly authorized representative of REVOLT.

3. Price

3.1 Pricing

If applicable, any pricing provided in a Proposal is valid only until the Proposal expires or is revoked in accordance with Section 1.2. Pricing that is included in a Sales Order (including by accepting a Proposal in accordance with Section 1.3) applies only to that Sales Order unless otherwise agreed by REVOLT.

3.2 Currency

All prices are given in United States dollars unless otherwise stated in a Sales Order (including in any Proposal incorporated therein).

3.3 Exclusions

(a) Unless otherwise stated in a Sales Order, REVOLT’s prices include only the cost of the Goods and, without limiting the generality of the foregoing, specifically exclude: (i) applicable federal, state, provincial or other taxes imposed on the sale or use of Goods (collectively, (“Taxes”); (ii) the cost of any testing or inspection other than the standard testing as provided under Section 6.1; (iii) all costs of delivering Goods, including freight, insurance and other shipping expenses (collectively, “Delivery Charges”); (iv) duties, import/export levies, Taxes, and any other fees charged in connection with the importation of Goods (collectively, “Importation Charges”); and (v) any storage of Goods for more than 14 days after an order or consignment is ready to be shipped.

(b) Notwithstanding the foregoing, where a Sales Order stipulates “delivered pricing”, REVOLT’s prices for that Sales Order include Delivery Charges and Importation Charges.

3.4 Taxes

Where REVOLT is required to charge and collect Taxes, REVOLT shall bill such taxes in accordance with applicable law, and Customer shall pay such Taxes to REVOLT, unless and to the extent that the Customer demonstrates to the satisfaction of REVOLT that the Customer is exempt from such Taxes.

4. Payment

4.1 Invoicing

REVOLT shall invoice the Customer for all Goods provided under a Sales Order. REVOLT is entitled to invoice the Customer separately for each consignment of Goods supplied under a Sales Order.

4.2 Terms

Except to the extent otherwise prescribed in a Sales Order (including in a Proposal incorporated by reference in such Sales Order) or for those Goods paid for in advance of shipment, every invoice from REVOLT will be due and payable upon receipt. The Customer shall pay all amounts when due in full without any deduction or withholding except as required by applicable law and shall not be entitled to assert any credit, setoff, deduction, or counterclaim against REVOLT in order to justify withholding payment of any such amount in whole or in part.

4.3 Application and Set Off

REVOLT may apply any payment it receives from the Customer against any obligation owing to it by the Customer. REVOLT may set off any amounts owed to it from the Customer against amounts owed by it to the Customer.

4.4 Interest

Client will pay interest at a rate equal to the lesser of: (a) 1.5% percent per month (18.0% per year); and (b) the maximum amount permitted by applicable law, on all overdue amounts, calculated from the date payment was due until the date that payment for all outstanding amounts (including accrued interest) is paid in full.

4.5 Costs

The Customer shall pay all of REVOLT’s costs and expenses (including reasonable collection agency and legal, attorney and litigation fees and expenses) to enforce and preserve REVOLT’s right to collect all amounts payable by the Customer to REVOLT and to exercise REVOLT’s rights and remedies as a secured creditor in respect of the Security Interest in the Goods as applicable.

4.6 Suspension or Termination

If (a) the Customer does not pay any invoiced amounts due under a Sales Order, (b) REVOLT believes that the Customer’s ability to meet its payment obligations may become impaired or threatened (including without limitation as a result of an Insolvency Event), or (c) the Customer is in breach of its obligations under Section 5, then REVOLT may, in its sole discretion and with notice to the Customer: (i) suspend REVOLT’s performance under any or all outstanding Sales Orders (and other agreements of purchase and sale) or remaining balance thereof until the Customer has paid all outstanding amounts, including all accrued interest, in full; or (ii) terminate the applicable Sales Order or remaining balance thereof and/or any other pending Sales Orders or agreements of purchase and sale between REVOLT and the Customer. REVOLT will have no liability for any loss or damage of any kind suffered by the Customer as a result of any such suspension or termination. For the purposes of this Section, an “Insolvency Event” means the Customer (A) becomes insolvent or generally does not pay its debts as they become due, or applies for, consents to, or acquiesces in the appointment of a custodian, liquidator, trustee, trustee in bankruptcy, receiver, monitor, interim receiver or receiver manager of the Customer or for real or personal property used by the Customer in its business or a custodian, liquidator, trustee, trustee in bankruptcy, receiver, monitor, interim receiver or receiver manager is appointed for and is not discharged within 60 days; (B) any bankruptcy, reorganization, debt arrangement, or other proceeding under the Bankruptcy and Insolvency Act or any other bankruptcy or insolvency law is instituted by or against the Customer or has been consented to or acquiesced in by the Customer, or remains undismissed for 60 days; or (C) any dissolution, wind up or liquidation proceeding is instituted by or against the Customer and remains undismissed for 60 days.

4.7 Cumulative Rights

REVOLT’s rights in respect of late payments under this Section 4 are in addition to any other rights or remedies it may have for late payment and will survive the termination of the applicable Sales Order.

5. Security for Payment

5.1 Deposits

Unless otherwise indicated in a Sales Order, any required deposits are non-refundable.

5.2 Security Interest

(a) The Customer hereby grants to REVOLT a security interest (the “Security Interest”) in: (i) all Goods that have been or will be delivered under the Sales Order or that have been or will be delivered under any other Sales Order or agreement of purchase and sale fulfilled by REVOLT from time to time; and (ii) any proceeds of sale of the foregoing to a third party and, to the extent permitted by applicable law, any accounts receivable in respect of such sale (collectively, the “Collateral”) as security for all of the Customer’s payment obligations to REVOLT in respect of that Sales Order and in respect of any other outstanding Sales Orders (and agreements of purchase and sale) that are or may be outstanding from time to time and for payment by the Customer of REVOLT’s costs and expenses in collecting same and in enforcing the Security Interest (collectively, the “Obligations”).

(b) The Customer: (i) consents to REVOLT filing financing statements or other documentation pursuant to applicable law to secure, evidence or perfect the Security Interest; (ii) shall do all things and execute and deliver any and all documents and instruments necessary (including without limitation a confirmation of the security granted hereunder (a “Security Confirmation”)), in REVOLT’s sole discretion, for the creation, preservation, enforcement and protection of the Security Interest; (iii) hereby appoints REVOLT as its attorney to execute any documents or instruments necessary to create, perfect and enforce its security interest or otherwise exercise its rights under each Sales Order and these Standard Terms, and this power, being coupled with an interest, is irrevocable; (iv) shall maintain accurate records of the Collateral and, upon request by REVOLT, furnish copies of such records to REVOLT; (v) shall not damage, destroy or dispose of the Collateral excepted as permitted under these Standard Terms; (vi) shall keep the Collateral from any encumbrance except as set out in this Section 5.1; (vii) shall defend the Collateral against all claims and demands, except in respect of the security interest granted pursuant to this Section 5.1.

(c) If Goods are assembled with or integrated into products over which REVOLT has no security interest, REVOLT’s security interest will continue in the resulting products.

(d) Where Goods that form part of the Collateral are held by the Customer as inventory for resale (either in original form or after having been assembled with or integrated into a product produced by the Customer) in the ordinary course of the Customer’s business, the Customer may sell such Goods (or resulting products) to its customers on terms that are commercially reasonable for parties acting at arm’s length, provided that: (i) the Goods will remain subject to the Security Interest until such time as the Customer’s customer pays in full for such Goods (or resulting products); and (ii) all proceeds of the sale of such Goods (or resulting products) shall form part of the Collateral.

(e) Where Goods that form part of the Collateral are equipment to be used by the Customer (whether in original form or after having been assembled with or integrated into another product or affixed to real property), the Customer shall not sell or transfer its interest in such Goods without first paying REVOLT all amounts secured by the Security interest or otherwise with the prior written permission of REVOLT.

(f) In the event that the Customer fails to pay any Obligations when due, REVOLT shall have all rights and remedies of a secured creditor under the applicable provincial or territorial personal property security statute or Uniform Commercial Code, including, without limitation, the right to enter upon the premises of the Customer to repossess and remove the Goods forming part of the Collateral without notice, wherever they are situated and by whatever means REVOLT may deem appropriate. Where the Collateral includes accounts receivable, REVOLT may notify any account debtor to make payment directly to REVOLT and REVOLT may take control of any proceeds to which it is entitled.

(g) To the extent that the Collateral includes partially fabricated products into which Goods have been assembled or integrated, the Customer hereby grants to REVOLT the right to complete the fabrication of such products in connection with the enforcement of the Security Interest and grants to REVOLT a fully paid-up royalty-free license to use any intellectual property that is necessary to complete such fabrication and to exercise REVOLT’s rights and remedies hereunder. To the extent that the Collateral is labelled with or otherwise contains any trademarks of the Customer or its affiliates, the Customer hereby grants a fully paid-up, royalty-free license to use such trademarks for the purposes of exercising REVOLT’s rights and remedies hereunder. The Customer represents and warrants that it has sufficient rights in the foregoing intellectual property and trade-marks to grant the licenses given hereunder.

(h) The Customer shall inform REVOLT without delay of any seizure, notice, proceeding, action, claim or other occurrence that may adversely affect REVOLT’s priority or ability to enforce its rights in respect of the Security Interest.

5.3 Required Payment Security

Where a Sales Order requires that the Customer must provide a deposit, advance payment, letter of credit, payment bond or other form of security for the payment of the Obligations (collectively, “Payment Security”), REVOLT’s obligations under such Sales Order shall be conditional on the Customer first delivering the required Payment Security.

5.4 Remedial Payment Security

If, in its sole discretion, REVOLT believes that the Customer’s ability to pay the Obligations may become impaired or threatened, or if the Customer has failed to comply with payment terms, REVOLT may, in its sole discretion, require new or additional Payment Security and may suspend REVOLT’s performance under any outstanding Sales Orders (and other agreements of purchase and sale) until new or additional Payment Security is delivered by the Customer. REVOLT will have no liability for any loss or damage of any kind suffered by the Customer as a result of any such suspension.

6. Pre-delivery Inspections / Test

6.1 Standard Testing

All Goods supplied pursuant to a Sales Order will be subjected to REVOLT’s standard inspection and test procedures prior to shipment, together with any additional tests or inspections identified in the Sales Order. Unless otherwise demonstrated by the Customer, the condition of Goods at the time of delivery will be presumed to be the same as the condition of such Goods at the time of such testing or inspection.

6.2 Additional Testing

Should the Customer require any additional testing or inspection (whether before or after delivery), or to be present at REVOLT’s standard testing, the scope of such additional testing or inspection or attendance must be agreed to in writing by REVOLT and the Customer. Unless otherwise agreed, the Customer will be responsible for: (a) any additional costs or expenses associated with such testing, inspection or attendance; and (b) any damage to Goods caused by such testing, inspection or attendance.

7. Delivery

7.1 Point of Delivery

REVOLT shall deliver Goods to the point of delivery specified in the Sales Order, provided that where no point of delivery is specified in a Sales Order, REVOLT will make the Goods available for pick-up at REVOLT’s manufacturing facility.

7.2 Shipping and Handling

Unless otherwise stated in a Sales Order: (a) REVOLT shall be responsible, at the cost of the Customer, for arranging shipping and obtaining appropriate insurance for the period during which the Goods are being transported to the point of delivery; (b) REVOLT shall be entitled to deliver Goods in one or more consignments; and (c) the Customer shall be responsible for, and assumes all risk in connection with, unloading the Goods and receiving the Goods at the point of delivery.

7.3 Importation

Unless otherwise stated in a Sales Order, where the point of delivery is located outside of the United States, Customer agrees to act as importer of record for any Goods that are exported from the United States to Customer at Customer’s cost. The Customer shall provide REVOLT with any information or documentation as may be required by REVOLT or by a carrier in connection with Customer’s importation of Goods.

7.4 Delivery Dates

All delivery dates are estimates unless otherwise specifically agreed by REVOLT and the Customer in a written Sales Order signed by REVOLT. All delivery dates are subject to the timely receipt by REVOLT from the Customer of: (a) instructions to ship, where the Sales Order provides that REVOLT will hold Goods until instructed by the Customer; (b) any financial or technical information requested by REVOLT; and (c) payment. REVOLT shall have no liability in respect of any delay or failure to deliver all or any part of any Sales Order as a result of any cause beyond REVOLT’s control.

7.5 Time of Delivery

Delivery shall be deemed to have occurred: (a) in the case of Goods to be delivered by REVOLT, when REVOLT or its shipping carrier shall have delivered the Goods to the point of delivery defined in the Sales Order; (b) in the case of Goods to be picked up by the Customer or its shipping carrier, when the Customer or its carrier takes possession of the Goods; or (c) at such earlier time as delivery may be deemed to occur pursuant to Section 7.6, as applicable.

7.6 Dispatch

Unless otherwise stated in a Sales Order, REVOLT shall be entitled to deliver Goods once an order or part thereof is ready for shipping. Where a Sales Order requires that REVOLT hold Goods until instructed by the Customer, and REVOLT has notified the Customer that an order or part thereof is ready to ship, the Customer must instruct REVOLT to ship the Goods within 14 days of the receipt of such notice. Similarly, where a Sales Order does not specify a point of delivery, and REVOLT has notified the Customer that an order or part thereof is ready for pick-up, the Customer must pick up the Goods within 14 days of the receipt of such notice.

7.7 Customer Delays

Where the Customer does not instruct REVOLT to ship or does not pick up goods, as applicable, within the period required under Section 7.6, REVOLT may charge and the Customer shall pay an amount equal to 15% of the total purchase price for the Sales Order, plus any additional out-of-pocket expenses incurred by REVOLT as a result of deferring delivery and any storage fees applicable under Section 7.8. REVOLT may also, at its sole option, on notice to the Customer: (a) cancel the Sales Order or part thereof and use or resell the Goods as it sees fit; (b) ship the order or consignment to the point of delivery; (c) make the Goods available for pick-up by the Customer; (d) where the Customer refuses delivery or fails to pick up the Goods within five days, dispose of the Goods as REVOLT sees fit; (e) any combination of the foregoing. Where REVOLT ships the Goods, makes them available for pick-up or otherwise disposes of them in accordance with (b), (c) and/or (d), the Goods will be deemed to have been delivered to the Customer for all purposes under these Standard Terms.

7.8 Storage

Unless otherwise stated in a Sales Order, any storage of Goods by REVOLT for more than 14 days after an order or consignment is ready to ship shall be invoiced by REVOLT at its then applicable storage rates and shall be due and payable by the Customer upon receipt of the invoice.

8. Inspection and Acceptance

8.1 Inspection

The Customer shall, at its own expense, inspect Goods immediately on receipt thereof. If the Customer reasonably believes that the Goods were damaged or defective at the time of delivery (as determined under Section 7.5), then the Customer will give REVOLT written notice of the damage or defect within five (5) days of the time of delivery. If the Customer fails to give such notice within the required period, the Goods shall be conclusively presumed to be in all respects in accordance with the Sales Order and free from any defect which would be apparent on reasonable examination of the Goods and the Customer shall be deemed to have irrevocably accepted the Goods accordingly. Where the Customer provides such notice, any Goods that are damaged or defective will be promptly repaired or replaced by REVOLT at its expense.

8.2 Use

Notwithstanding the foregoing, any use of the Goods by the Customer for any purpose after the time of delivery, including without limitation the resale of Goods to a third party, the incorporation of Goods into any product or facility, or any other use of the Goods, shall constitute an irrevocable acceptance of the Goods by the Customer.

9. Title and Risk of Loss

9.1 Title

Title to Goods shall transfer from REVOLT to the Customer free and clear of encumbrances except to the security interest granted under Section 5.1 when the Goods are delivered (or deemed to have been delivered) to the Customer pursuant to Section 7.5 and are fully paid.

9.2 Risk of Loss

Risk of loss of or damage to Goods shall pass to the Customer when the Goods are delivered (or deemed to have been delivered) to the Customer pursuant to Section 7.5. REVOLT shall not be liable for any loss of any kind to the Customer arising from any damage to the Goods occurring after the risk has passed to the Customer however caused, nor shall any liability or obligation of the Customer to REVOLT be diminished or extinguished by reason of such loss.

10. Cancellation and Returns

10.1 Cancellation

If the Customer wishes to cancel a pending Sales Order or outstanding balance thereof, it may do so by providing at least 15 days’ prior notice in writing to REVOLT, provided that:

(a) it may not cancel any portion of a Sales Order that relates to Goods that have already been placed in shipment and/or delivered (or deemed to have been delivered) in accordance with these Standard Terms, and shall remain liable for paying for such shipped and/or delivered Goods;

(b) any deposit paid in respect of a Sales Order shall be forfeited to REVOLT; and

(c) in addition to the amount of any forfeited deposit, REVOLT may charge and the Customer shall pay to REVOLT an amount equal to 15% of the purchase price of the cancelled portion of the Sales Order as liquidated damages.

10.2 Returns

(a) Subject to the Applicable Warranties, no Goods that have been delivered (or deemed to have been delivered) may be returned to REVOLT without REVOLT’s prior written permission, which may be granted, conditioned or withheld in REVOLT’s sole discretion.

(b) Where REVOLT permits the Customer to return Goods, the Customer agrees to comply with REVOLT’s return material authorization (“RMA”) process as may be prescribed by REVOLT from time to time. Without limiting the foregoing, the Customer will return Goods to REVOLT at the Customer’s expense and in accordance with a written RMA authorization from REVOLT. The Customer will bear all risk of loss for returned Goods until they are received and accepted by REVOLT. The return of any portion of the Goods will not be accepted by REVOLT unless prior written authorization has been given by REVOLT and the Customer has complied with the packaging and shipping instructions provided by REVOLT.

(c) REVOLT may charge and the Customer shall pay to REVOLT a restocking fee equal to 20% of the purchase price of the Goods that are returned.

(d) Where the Customer returns Goods as permitted hereunder, REVOLT shall grant a credit note to the Customer in an amount equal to: (x) the amount paid by the Customer for Goods that are returned undamaged, in their original packaging, and otherwise in marketable condition, minus (y) the applicable restocking fee. Credit notes will not be issued for any returns by subsequent owners of the Goods (including by any customers of the Customer). Credit notes granted under this Section 10.2(d) have no cash value and expire one year after they are issued.

(e) Should REVOLT determine that the returned Goods condition is below the value of the refunded purchase price, the Customer shall pay the difference in the value. REVOLT shall have 10 days from receipt of the returned materials to make a valuation determination. The Customer will be notified of such determination and will have 5 days from notification to remit payment of the sum due. Failure to do so may, at the election of REVOLT, result in a reporting of non-payment to credit bureaus, the initiation of collections against Consumer, and other remedies that REVOLT may lawfully pursue. All such costs of collection, including, but not limited to, attorneys fees, expert fees, witness fees, litigation and court costs shall be paid by Consumer whether or not a civil action is filed.

11. Intellectual Property

11.1 Ownership

REVOLT retains for itself all of its intellectual property rights in all Goods and in any supporting documentation supplied hereunder, including but not limited to all trademarks, service marks, designs, engineering details, manufacturing processes, testing, installation and maintenance procedures, and other data or information pertaining to any Goods.

11.2 No Transfer

No title to or ownership of any of REVOLT’s intellectual property rights is transferred to the Customer under any Sales Order or as a result of any deliveries made pursuant to a Purchase.

12. Limited Warranties and Exclusive Remedy

12.1 Standard Warranties

THE REVOLT STANDARD LIMITED WARRANTIES ARE SUBJECT TO CHANGE FROM TIME TO TIME. THE PARTIES AGREE THAT, SUBJECT TO SECTION 12.2, THE VERSION OF THE REVOLT STANDARD LIMITED WARRANTIES, SECTION 12.4, THAT IS POSTED TO THE WEBSITE AT THE TIME THAT A SALES ORDER (OR OTHER AGREEMENT OF PURCHASE AND SALE) IS ENTERED INTO WILL GOVERN THAT SALES ORDER (OR AGREEMENT OF PURCHASE AND SALE).

12.2 Special Warranties

Where REVOLT and the Customer agree in writing to warranties that are different from the REVOLT Standard Limited Warranties (“Special Warranties”), those Special Warranties shall supersede and replace (and not be additional to) the REVOLT Standard Limited Warranties with respect to each Sales Order that expressly references the Special Warranties. For the purposes of these Standard Terms, “Applicable Warranties” will mean the REVOLT Standard Limited Warranties or Special Warranties, as may be applicable to a given Sales Order.

12.4 Limited Warranty

REVOLT warrants its products free from defects in material and workmanship for a period of ninety (90) days from date of shipment. This warranty is expressly in lieu of all other obligations or liabilities on the part of REVOLT. THE FOREGOING WARRANTY IS SPECIFICALLY IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUATORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. REVOLT NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME ANY OTHER LIABILITIES IN CONNECTION WITH THE SALE OR USE OF ANY GOOD OR PRODUCT. THE FOREGOING WARRANTIES AND REMEDIES ARE FOR BUYER’S EXCLUSIVE BENEFIT AND ARE NOT TRANSFERABLE.

12.5 Exclusive Remedy

Buyer’s sole remedy for breach of the limited warranty set forth in 12.4 shall be repair or replacement, at REVOLT’s option, of the defective product. Buyer shall notify REVOLT of any warranty claim during the warranty period and obtain REVOLT’s authorization (RMA) prior to the return shipment of products for warranty adjustment. Products returned shall be sent with shipping charges prepaid. When any product is returned for examination and inspection, Buyer must assume responsibility for damage resulting from improper packaging and damage or loss in transit. Buyer shall provide explicit information as to the nature of the claimed defects, operating conditions to which the product had been exposed and any other pertinent information which will enable REVOLT to determine the cause of claimed warranty defects. In all cases, REVOLT has sole responsibility for determining the validity of any warranty claim and sole discretion in determining the nature and extent of remedy, if any, to which the Buyer will be entitled. In the event that product has been returned without cause and is still serviceable, or that the product was misused, stolen, vandalized, mishandled due to fire, water or other peril, or otherwise damaged subsequent to shipment by REVOLT, Buyer will be notified and the product returned at Buyer’s expense. In addition, a charge for testing and examination may be made on certain products so returned.

13. Liability and Customer Indemnity

IN NO EVENT WILL REVOLT’ LIABILITY ARISING OUT OF THIS AGREEMENT AND/OR SALE EXCEED THE PURCHASE PRICE RECEIVED BY REVOLT FOR THE GOODS AND PRODUCT(S) WHICH ARE THE SUBJECT OF ANY CLAIMS OR DISPUTE. IN NO EVENT WILL REVOLT BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS BY BUYER. IN NO EVENT WILL REVOLT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT) WHETHER OR NOT REVOLT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY. THIS EXCLUSION INCLUDES ANY LIABILITY THAT MAY ARISE OUT OF THIRD-PARTY CLAIMS AGAINST BUYER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. The liability to third parties for bodily injury, including death, resulting from REVOLT’ performance shall be determined in accordance with applicable law and the total liability limitation stated above shall not be construed as a limitation on REVOLT for damages for any such bodily injury, including death, nor shall such liability limitation be construed as a limitation on REVOLT for damages caused by REVOLT’ fraud or willful injury to the person or property of another.

REVOLT will have no liability for any claim to the extent that:

(a) Goods are not used by the Customer in accordance with the Sales Order or any product documentations provided by REVOLT;

(b) Goods are used in combination with other equipment, products, software or data not supplied by REVOLT and not contemplated by the Sales Order or any product documentation;

(c) Goods are modified, other than in accordance with product documentation, by any Person or entity other than REVOLT or its agents authorized to make such modifications;

(d) the claim relates to or arises out of information or works, including without limitation written instructions, specifications or designs, provided by the Customer for incorporation into or in respect of the Goods; or

(e) the claim is caused by an act or omission of the Customer or the Customer’s officers, directors, contractors, employees and/or agents.

13.4 By the Customer

The Customer shall indemnify and hold REVOLT harmless from and against any and all Losses suffered or incurred by REVOLT arising out of or in connect with: (a) a breach of REVOLT’s confidentiality or intellectual property rights related to the Goods; (b) a breach by the Customer of any terms or conditions of the Sales Order or Applicable Warranties; (c) the use of the Goods in or with any unlawful use or purpose whatsoever; or (d) personal injury, including death, or property damage sustained by REVOLT, its employees or agents, or a third party, as a result of an error or omission of the Customer, its agents or employees in taking delivery of an order.

14. Change of Law and Force Majeure

14.1 Change in Law

For the purposes of these Standard Terms, a “Change of Law” means the coming into force of any new Law, or amendment to or change in interpretation of any Law, after the date of a Proposal (if applicable) or a Sales Order, that has a material adverse effect on the ability of REVOLT to perform its obligations under a Sales Order or that materially increases the cost to REVOLT of performing its obligations, and includes without limitation the imposition of any new or increased duties on Goods to be imported pursuant to a Sales Order where REVOLT is responsible for paying such duties. Upon the occurrence of a Change of Law, REVOLT may, at its option and upon delivering notice of the Change of Law to the Customer: (a) terminate the applicable Sales Order or pending portion thereof; or (b) attempt to negotiate equitable amendments to such Sales Order to address the Change of Law failing which it may terminate the applicable Sales Order or pending portion thereof. If REVOLT terminates all or part of a Sales Order as a result of a Change of Law, REVOLT and the Customer shall be released of all obligations and liability with respect to the terminated Sales Order or part thereof except with respect to Goods that had been delivered (or deemed to have been delivered) prior to the effective date of the Change of Law. REVOLT will have no liability for any loss or damage of any kind suffered by the Customer as a result of any such termination.

14.2 Force Majeure

REVOLT shall not be responsible or liable for any delay or failure to perform its obligations arising from causes beyond REVOLT’s reasonable control, including, without limitation, acts of God, war, invasion, insurrection, riot, the order of any civil or military authority, fire, flood, weather, acts of the elements, delays in transportation, unavailability of equipment, materials, labor or fuel, breakdown, sabotage, lock-outs, strikes or labor disputes, the failure of suppliers to meet their delivery promises, any Change of Law, or any technological or physical event or condition which is not reasonably known or understood at the time of the sale of the Goods.

15. Limitations of Liability

15.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT FOR THE INDEMNITY PROVISIONS IN SECTION 13, REVOLT HEREBY DISCLAIMS, AND SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR, DAMAGE OR INJURY TO PERSONS OR PROPERTY OR FOR OTHER LOSS OR INJURY RESULTING FROM ANY CAUSE WHATSOEVER ARISING OUT OF OR RELATED TO ANY OF ITS PRODUCTS OR THEIR USE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL REVOLT BE LIABLE TO CUSTOMER, OR TO ANY THIRD PARTY CLAIMING THROUGH OR UNDER THE CUSTOMER, OR TO ANY ASSIGNEE OF THE CUSTOMER FOR ANY LOSS OF USE, LOSS OF PRODUCTION, LOSS OF REVENUES, LOSS OF PROFITS OR LOSS OF OPPORTUNITY, OR FOR ANY INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OF ANY KIND, HOWSOEVER ARISING, RELATED TO THE PRODUCTS, EVEN IF REVOLT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Limitation

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REVOLT’ AGGREGATE LIABILITY, IF ANY, IN DAMAGES OR OTHERWISE, SHALL NOT EXCEED THE PURCHASE PRICE PAID TO REVOLT BY THE CUSTOMER FOR THE GOODS FURNISHED THAT GAVE RISE TO A CLAIM.

15.3 Acknowledgement

CUSTOMER ACKNOWLEDGES THAT THE FOREGOING EXCLUSIONS AND LIMITATIONS ON LIABILITY ARE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH LIMITATIONS THE PURCHASE PRICE OF THE PRODUCTS WOULD BE SUBSTANTIALLY DIFFERENT. FOR CERTAINTY, THE CUSTOMER ACKNOWLEDGES THAT THE FOREGOING EXCLUSIONS AND LIMITATIONS ON LIABILITY APPLY TO WARRANTY AND INDEMNITY CLAIMS.

16. General

16.1 Entire Agreement

An accepted Sales Order (including any Proposal incorporated therein, these Standard Terms, the Applicable Warranties, including as applicable the applicable version of the REVOLT Standard Limited Warranties available at the Website, and, as applicable, any Security Confirmation) constitutes the entire agreement between REVOLT and the Customer with respect to the subject matter of the Sales Order and supersedes all prior Proposals (except to the extent expressly incorporated in the Sales Order), quotations, representations, arrangements, negotiations, understandings and agreements between the parties, both written and oral, relating to the subject matter thereof. Without limiting the foregoing, all descriptions and illustrations contained in REVOLT’s brochures, price lists, website, and advertisements, and all specifications, drawings and any other documents submitted with any Proposal or otherwise communicated to the Customer, are intended merely to present a general idea of the Goods described therein and nothing contained in any of them shall form any part of the agreement of purchase and sale unless otherwise stated in the Sales Order.

16.2 Non-Waiver

No failure on REVOLT’s part to strictly enforce any of these terms and conditions or any of its rights shall be construed as a waiver of such term, condition or right. REVOLT’s acceptance of a Sales Order shall not be deemed an acceptance of any terms and conditions that may be contained therein that are inconsistent with these Standard Terms except to the extent expressly agreed in writing by REVOLT.

16.3 Severability

In the event that any provision of these terms and conditions or any part thereof should be held to be invalid, illegal or unenforceable, the remainder of these terms and conditions shall remain valid and enforceable.

16.4 Amendment

Any Sales Order that is subject to these Standard Terms, may not be modified except by an agreement in writing signed by authorized representatives of REVOLT and the Customer.

16.5 Relationship of Parties

The parties are independent contractors and no Sales Order or other agreement creates any partnership, joint venture, employer/employee, principal/agent or any other relationship between REVOLT and the Customer. The parties acknowledge and agree that neither party is granted any right or authority to assume, create or enter into any contracts, agreements, employment relationships, obligations or responsibilities, express or implied, on behalf of or in the name of the other party without express prior written authorization.

16.6 Binding Effect

Each Sales Order is binding on and inures to the benefit of REVOLT and Customer and their respective successors and assigns.

16.7 Applicable law and jurisdiction

These Terms shall be governed by the substantive and procedural laws and regulations of the State of Missouri and the United States, without regard to conflicts of laws principles. Seller and Buyer hereby agree that any legal proceeding with respect to these Terms shall be brought only in a State Court located in St. Louis, Missouri or the United States District Court located in St. Louis, Missouri. Both Seller and Buyer submit to and accept generally and unconditionally the personal jurisdiction of these courts.

16.8 Notices

All notices hereunder must be given to REVOLT in writing at its principal place of business for receipt within the time specified herein, provided that notices of warranty claims shall be given in accordance with the terms and conditions of the Applicable Warranties.

16.9 Assignment

The Customer shall not assign any Sales Order or any part thereof without the consent in writing of REVOLT, which will not be unreasonably withheld, provided that the rights and obligations of third parties with respect to Applicable Warranties are set out in the terms and conditions of such Applicable Warranties.

16.10 Headings

The division of these terms and conditions into parts, sections, paragraphs, subparagraphs and clauses and the insertion of headings are for reference purposes only and will not affect the construction or interpretation of these Standard Terms.

16.11 Counterparts

Any Sales Order, and any amendment or supplement thereto, may be executed in any number of counterparts and by different parties on separate counterparts (which may be facsimile copies) but shall not take effect until each party has executed at least one counterpart. Each counterpart shall constitute an original, but all the counterparts together shall constitute a single agreement.

REVOLT Standard Terms & Condition of Sales [v.1] 2019