1 TERMS AND CONDITIONS OF SALE: The applicable Sales Order Acknowledgement issued by Seller, together with the terms and conditions contained herein, shall constitute the entire agreement between the parties related to the sale of such goods by Seller (such entire agreement, this “Order”). Terms and conditions in Buyer’s purchase order or other documents which are different or in addition to, or purport to alter, modify or suspend, these terms and conditions are expressly rejected by Seller, excluded from the Order, and waived by Buyer. No modification of these terms and conditions or the Order, whether arising from any usage of trade, course of dealing, course of performance evidence of additional terms, or otherwise, shall be binding unless contained in a writing signifying specific intent for such modification and signed by Buyer and Seller. Seller reserves the right to enforce these terms and conditions at any time, and none shall be deemed waived unless such waiver is in writing and signed by a duly authorized representative of Seller. All rights and remedies granted to Seller herein are in addition to all remedies available at law or in equity.

2 PRICES; PAYMENT TERMS: The purchase price of the goods shall be as set forth as stated in this Sales Order Acknowledgement. Terms of payment are net 30 days. Retainage is not permitted.

3 DELAYS: Delivery dates are approximate. Seller shall not be responsible for any failure or delay in delivery caused by acts of God, acts of Buyer, fires, accidents, strikes or other labor disturbances, equipment breakdowns, supply chain schedule delays, delay of carriers, or any similar or dissimilar cause beyond Seller's control; whether or not such cause was due to the fault of the Seller. Seller may allocate its available supply among any or all buyers, including Buyer, on such terms and conditions as it deems reasonable, all without any liability whatsoever resulting from any failure or delay in delivery. In no way limiting the generality of the foregoing, Buyer expressly agrees that it is fully aware of possible delays due to international and overseas shipping, and agrees not to hold Seller liable for delays resulting from difficulties in obtaining adequate shipping facilities or intrusion of foreign governments, whether or not such delays are foreseeable. Acceptance of goods upon delivery shall constitute a waiver by Buyer of any claim for damages on account of non-shipment or delay in delivery or performance.

4 STANDARD TOLERANCES: Except in particulars specified by Buyer and expressly agreed to in writing by Seller, the goods furnished hereunder are produced in accordance with standard manufacturing practices. Each item is handmade, therefore goods are subject to deviations in size/dimension, color, straightness, section, composition, normal variations in surface or internal conditions, etc. This does not consititute a "defective" piece and Seller is not responsible for any deterioration in quality which may result from processing operations or improper use by Buyer.

5 CHANGES: Buyer cannot modify, cancel or otherwise alter this order (including but not limited to changes in specifications) without Seller's written consent, and any such modification, cancellation, or alteration will be upon terms that protect Seller against all loss.

6 WARRANTY: Subject to standard manufacturing variations et forth in Section 4 above, Seller warrants that the goods furnished hereunder shall meet the spec's set forth on the face of the applicable Seller Sales Order Acknowledgement. SELLER MAKES NO OTHER WARRANTIES, EXPRESSED OR IMPLIED, AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LMIITED TO THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE SPECIFICALLY DISCLAIMED AND EXCLUDED FROM THIS SALE. In the event of a warranty claim, Buyer shall return all goods claimed to be defective to a location specified by Seller, which goods must be returned in the same condition as received by Buyer. After inspection to Seller’s satisfaction, Seller agrees to pay return transportation charges for goods found to be defective up to an amount that does not exceed the charges that would have been incurred by Seller to ship such goods to the original destination. The shipment of goods (including the cost) that are found to be free from defect shall be the responsibility of Buyer and will be held by Seller for shipping instructions. Buyer shall furnish such instructions promptly upon request.

7 LIMITATION OF LIABILITY: BUYER'S SOLE REMEDY AND SELLER'S SOLE OBLIGATION, FOR ANY AND ALL CLAIMS, WHETHER FOR BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED, AT SELLER’S OPTION, TO REPAIR, REPLACEMENT OR REFUND OF THE PURCHASE PRICE OF THE GOODS THAT DO NOT CONFORM TO THE SPECIFICATIONS. BUYER’S SOLE REMEDY FOR GOODS LOST OR DAMAGED IN TRANSIT SHALL BE BUYER’S CLAIM AGAINST THE CARRIER, AND BUYER WAIVES ALL SUCH CLAIMS AGAINST SELLER. IN NO EVENT SHALL SELLER BE LIABLE FOR DAMAGES IN AN AMOUNT EXCEEDING THE PURCHASE PRICE OF THE GOODS IN QUESTION, NOR SHALL SELLER HAVE ANY LIABILITY FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING BUT NOT LIMITED TO THOSE DAMAGES ARISING FROM THE USE OF THE GOODS, LOST PROFITS, ANY DELAY DAMAGES INCURRED BY BUYER (WHETHER LIQUIDATED OR OTHERWISE), WAREHOUSING, LABOR, HANDLING, AND SERVICE CHARGES NOT EXPRESSLY AUTHORIZED BY SELLER.

8 TAXES: All taxes, duties, tariffs, or any other charges of any kind levied by any federa, state, municipal, or other governmental authority that that are required to be collected or paid with respect to the production, sale, or shipment of goods sold to Buyer shall be the responsibility of Buyer. Buyer agrees to pay all such taxes, duties, tariffs or other charges and further agrees to reimburse Seller for any such payments made by Seller. Page 1 of 2 Carbon Centric, LLC | Standard Terms & Conditions

9 SOURCE OF GOODS: Unless otherwise expressly agreed in writing, Seller has the right to obtain goods ordered from any suitable source at its discretion.

10 PATENTSs: If any goods shall be sold by Seller to meet Buyer's specifications or requirements and are not part of Seller's standard line offered by it to the trade generally in the usual course of Seller’s business, Buyer agrees to defend, protect and save harmless Seller against all suits at law or in equity and from all damage, claims and demands (including attorneys’ fees) for actual or alleged infringement of any United States or foreign patent and to defend any suits or actions which may be brought against Seller for any alleged infringement because of the sale of any such goods.

11 WAIVERS: No waiver by Seller of any breach of any provision hereof shall constitute a waiver of any other breach. Seller’s failure to object to provisions contained in any communication from Buyer shall not be deemed an acceptance of such provision or as a waiver of the provisions of this Order.

12 ATTORNEY'S FEES AND COSTS: Should Seller retain an attorney for any collection effort or the enforcement of any of this Order, and should Seller prevail concerning any aspect of such claim, defense or action, Buyer agrees to pay and reimburse Seller for Seller’s attorneys’ fees, court costs and other litigation fees, including, but not limited to, process servers, sheriffs’ fees, recording fees, photocopying, courier and facsimile fees, skip tracing fees, deposition fees, and other fees and expenses.

13 AUTHORITY OF BUYER: Buyer, through and/or by its designated agents who have entered into this Order, represents and warrants that Buyer Buyer has authority to enter into this Order and any person who verbally ordered the goods sold hereunder or is signing this Order on Buyer’s behalf has been duly authorized to execute or enter into this Order for Buyer.

14 STORAGE: If (a) the destination for the goods is not ready, willing and able to receive the goods as scheduled, or (b) Buyer is unable to accept, or requests delay in, delivery for any reason Seller in its sole discretion may temporarily store such goods as an accommodation to Buyer. In such event Seller immediately may bill Buyer for the full purchase price of such goods, along with commercially reasonable storage charges. All such amounts are due net 30 days. Seller shall retain title and risk of loss to all stored goods until delivery. Upon reasonable request, Seller shall provide evidence of casualty insurance on the stored goods.

15 CLAIMS: Any industry practice or course of dealing between the parties to the contrary nonwithstanding, Buyer shall inspect all goods promptly upon delivery (including delivery to any third party yard or similar facility if title transfers to Buyer upon such delivery) and within ten (10) days, WITH TIME OF THE ESSENCE, provide written notice of any defect, breach of contract or warranty, or failure or delay of delivery. Goods for which damages are claimed shall not be returned, repaired, or discarded without Seller’s written consent. In the event Seller consents to a return of any goods, Buyer must follow Seller’s return policy. In the event of any conflict between these terms and conditions and the terms and conditions of Seller’s claims or return policy, these terms and conditions shall govern. Notwithstanding any other provision hereof, any goods inspected by Buyer prior to shipment shall be deemed accepted upon shipment. Buyer shall provide Seller with proof of alleged defects and an opportunity to inspect the goods in accordance with Section 6 above. FAILURE TO GIVE SUCH WRITTEN NOTICE OR TO PROVIDE PROOF OF DEFECT AND AN OPPORTUNITY TO INSPECT CONSTITUTES WAIVER OF ANY CLAIM THAT THE GOODS ARE DEFECTIVE. No inspection or investigation of claims by Seller, even though occurring after the period above specified, shall be deemed a waiver of this provision. Buyer must immediately notify Seller and carrier of all goods lost or damaged in transit. 15 APPLICABLE ONLY FOR SALES OR RESALES INTO THE STATE OF CALIFORNIA: Proposition 65 warnings are required by California law. Buyer acknowledges that Seller’s goods may result in an exposure to chemicals, including lead and lead compounds, that are alledged by the State of California to cause cancer, birth defects and/or other reproductive harm. Buyer is responsible for complying with California law regarding providing Proposition 65 notices to any customers in the State of California and shall indemnify, defend (if elected by Seller), reimburse, and hold harmless Seller from and against any claims, damages, costs, expenses or other liabilities suffered by Seller as a result of Buyer’s failure to comply with Proposition 65. For more information, please go to www.P65Warnings.ca.gov.

16 AS ALWAYS, Carbon Centric appreciates your business and will continuously strive for success and customer satisfaction. At Carbon Centric, we are confident there is always a way forward, no matter the project or hurdles. Carbon Centric reserves the right to enforce these terms and conditions at any time, and none shall be deemed waived unless such waiver is in writing and signed by a duly authorized representative of Carbon Centric. All rights and remedies granted herein are in addition to all remedies available at law or in equity.