GENERAL TERMS AND CONDITIONS OF SALE

SCOPE: The order for the purchase of products and goods (“Goods”) from International Battery Corporation dba Fullriver Battery USA (“Fullriver”) described on the face of this Order Confirmation has been accepted by Fullriver, subject solely to the terms set forth herein. No understandings or agreements which modify or add to these terms and conditions, and no modifications proposed by Buyer in its printed forms or otherwise shall bind Fullriver.

LIMITED WARRANTY: The Goods may be covered by a limited warranty. Fullriver’s limited warranty terms can be found on its website at fullriverbattery.com, and a copy of the applicable limited warranty terms are shipped with the Goods. Buyer must provide notice to Fullriver of nonconformity with the limited warranty within the respective warranty period. Fullriver shall, as Buyer’s sole and exclusive remedy for any nonconformity or breach of this limited warranty, promptly, at its option, correct by repair or replacement any nonconforming Goods. REPAIR OR REPLACEMENT ARE BUYER’S SOLE AND EXCLUSIVE REMEDY AND FULLRIVER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY. Buyer must (1) obtain a Returned Materials Authorization (“RMA”); (2) adequately package the Goods; and (3) ship the Goods, at Buyer’s expense, to the address provided by Fullriver. Goods received without an RMA number will be returned to Buyer freight collect. Goods are to be used only in accordance with Fullriver’s installation and operating instructions. Fullriver is not obligated to provide the warranty repair or replacement if there has been any unauthorized alteration, modification or repair of the Goods, if the Goods have been used or combined with accessories or devices not approved by Fullriver as being compatible, or in the case of accidents, misuse, abuse, neglect, tampering, improper installation, maintenance, unauthorized use, damage due to exposure to the elements, failure to install or use the Goods in accordance with instructions, or acts of God. Buyer acknowledges that Fullriver specifications may change without notice. No modification to any specification shall have the effect of extending the warranty period. Buyer assumes all risk for operation of Goods outside the parameters and testing conditions described in the applicable product specifications. Fullriver reserves the right at any time to discontinue or change any model in its product line.

Products manufactured by a third party (“Third Party Product”) may constitute, contain, be contained in, incorporated into, attached to, or packaged together with, the Goods. Third-Party Products are not covered by any Fullriver limited warranty. For the avoidance of doubt, FULLRIVER MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO ANY THIRD-PARTY PRODUCT.

DISCLAIMER OF WARRANTIES: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE GOODS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND BUYER ASSUMES ALL RISK AND LIABILITY ASSOCIATED WITH THE PERFORMANCE, USE AND RESULTS THEREOF. FULLRIVER EXPRESSLY DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION, ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE. No personnel of Fullriver is authorized to make any warranty about a product. Oral or written statements by any Fullriver personnel, including via email, do not constitute a warranty, do not bind Fullriver, shall not be relied on by Buyer, and are not part of these terms. All technical advice, recommendations and services of Fullriver are for Buyer’s convenience only and are intended for use by persons having skill, at their own risk, and Fullriver assumes no responsibility, and Buyer hereby waives all claims against Fullriver, for results obtained or damages incurred from the use of Fullriver’s advice, recommendations and services.

LIMITATION OF LIABILITY: FULLRIVER SHALL NOT BE LIABLE TO BUYER OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE CAUSED BY THE USE OF THE GOODS, REGARDLESS OF CAUSE. IN NO EVENT SHALL FULLRIVER’S AGGREGATE LIABILITY TO BUYER EXCEED THE AMOUNT PAID BY BUYER FOR THE GOODS IN QUESTION. FULLRIVER SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, GENERAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF OR DAMAGE TO BUYER’S PROPERTY OR LOSS OF PROFITS OR REVENUES, EVEN IF FULLRIVER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITED WARRANTY, LIMITED REMEDIES, WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FULLRIVER AND BUYER.  THE FOREGOING LIMITATIONS SHALL NOT APPLY TO PERSONAL INJURY OR DEATH CAUSED BY FULLRIVER’S GROSSLY NEGLIGENT ACTS OR OMISSIONS, OR WILLFUL MISCONDUCT. Certain of the above limitations may not apply in some states. To the extent that any such limitations are precluded in a given state, such preclusion shall not affect any other limitations not so prohibited or precluded. Fullriver will not be liable to Buyer for any loss, damage or injury to persons or property resulting from the handling, storage, transportation, resale or use of the Goods in manufacturing processes, or in combination with other substances, or otherwise.

FORCE MAJEURE: No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of Buyer to make payments to Fullriver hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Events”): (a) acts of God; (b) flood, fire, earthquake, epidemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; and (g) strikes, labor stoppages or slowdowns, or other industrial disturbances. The Impacted Party shall give notice within three (3) days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of sixty (60) consecutive days following written notice given by it hereunder, either party may thereafter terminate this Agreement upon three (3) days’ written notice.

SHIPMENT: Goods are shipped FOB Fullriver’s facility. Risk of loss passes to Buyer when the Goods are delivered to the carrier. Buyer pays costs of freight. Shipping dates are approximate. Fullriver is not obligated to ship or deliver by a particular date. Fullriver is not liable for delay, from whatever cause, in shipment or delivery. If there is a shipping error or a problem with the product upon arrival, Buyer must do the following: (1) notify Fullriver within 24 hours of delivery by phone at (805) 484-7900; (2) request an immediate inspection by the carrier; and (3) submit to Fullriver a detailed report setting forth the condition of the product, with copies of the inspection reports, and detail the basis of any credit requested within 10 days of delivery. Buyer has no right to return a product except as expressly set forth in the limited warranty provided herein.

CANCELLATION: Buyer may not cancel, reschedule, or modify an order unless Buyer makes a request in writing and such request is approved in writing by an authorized Fullriver representative. Fullriver has sole discretion to accept or decline such a request. Fullriver shall reject any request to cancel, reschedule or modify any order for non-standard product or product made to Buyer specifications within thirty (30) days of scheduled shipment.

PAYMENT: Buyer shall purchase the Goods at the prices set forth on the face of this Order Confirmation. All payments must be in $USD. Unless otherwise stated in the Order Confirmation, terms are cash on delivery. Fullriver may require Buyer to pay a deposit prior to shipment. Fullriver may elect to separately invoice any partial delivery. Buyer shall pay each invoice without regard to other deliveries. Buyer shall pay all amounts indicated on each invoice without setoff for any amount Buyer may claim due from Fullriver and regardless of any controversy that may exist.

BUYER’S CREDIT: Credit terms, if any, are extended to Buyer in Fullriver’s sole discretion, may be decreased, cancelled, or limited by Fullriver, both as to time and amount, at any time without notice, and the price of any part of the material deliverable under this Agreement shall, at Fullriver's option, be payable in cash before shipment or on offer of delivery. If satisfactory open account credit is established, then until withdrawn, terms of sale for a delivery are net thirty (30) days from invoice date up to available credit limit. Fullriver shall not be obliged to make any shipment until Buyer has paid for such shipment in full, or at any time Buyer is in default to Fullriver under this or any other contract. Buyer shall make no deduction or offset (including for alleged damages) from payments due hereunder.

PAST DUE: Buyer understands that Fullriver will add a service charge of one and one-half percent (1.5%) per month to all past due invoices, except when prohibited by law, in which case the service charge will be the maximum permitted. Buyer understands that an invoice is considered past due if not paid within thirty (30) days after Fullriver’s invoice date and the service charges will accrue on the 31st day, unless otherwise stated on the invoice. Buyer agrees that late payment will cause Fullriver to lose the use of that money and incur administrative costs and processing and accounting expenses, the exact amount of which is extremely difficult to ascertain. Therefore, Fullriver may impose a late charge equal to six percent (6%) of such past due balance. Buyer and Fullriver agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Fullriver for the loss suffered from such non-payment. Buyer further agrees to pay all expenses, including court costs, legal, recovery and administrative expenses, and attorney’s fees paid or incurred by Fullriver in endeavoring to collect any and all sums due by Buyer, whether or not any court proceeding is commenced.

TAXES: Prices quoted or accepted are exclusive of federal, state, municipal or other government sales, excise, use, occupational or like taxes, tariffs, customs, and all export duties and other fees and export costs. These taxes, fees and charges are Buyer’s sole responsibility.

COMPLIANCE WITH LAW:  Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

CONTROVERSIES: The parties agree this Agreement was made, accepted and entered in the County of Ventura, California. Any dispute or controversy arising in connection with this Agreement will be governed by the laws of the State of California with venue proper for all purposes only in the County of Ventura, California, or United States District Court for the Central District of California, and each of Buyer and Fullriver hereby submits and consents to the exclusive jurisdiction of such courts. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party shall be awarded reasonable attorney's fees, together with any costs and expenses, to resolve the dispute and to enforce the final judgment.

INTELLECTUAL PROPERTY: No representation is made that any Good or its manufacture, distribution, sale or use is free from infringement or misappropriation of any patent, trademark, trade name, copyright, trade secret or other claimed rights of any person or entity. Buyer releases Fullriver from and in respect of any and all claims by, against or through Buyer, for any such alleged or actual infringement or misappropriation. Unless Fullriver has agreed otherwise in writing, Buyer has no right to use any of Fullriver’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. Buyer agrees that Buyer shall not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) which may be contained within the Goods.

SALE CONVEYS NO LICENSE: The sale of Goods does not purport to convey any license concerning any intellectual property rights of Fullriver regarding any invention of Fullriver or others. Fullriver reserves all rights to all intellectual property used or embodied in a Good. No manufacture to Buyer’s specifications entails ownership by or conveyance to Buyer of any property right in any invention or product. Fullriver is deemed to own all tools, dies and other equipment whether provided by Buyer or made by Fullriver for the purpose of manufacturing any Goods for the benefit of Buyer.

CONFIDENTIAL INFORMATION: All non-public, confidential or proprietary information of Fullriver, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Fullriver to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Fullriver in writing. Upon Fullriver’s request, Buyer shall return all such documents and other materials received. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

NO INDEMNIFICATION: Unless otherwise expressly stated in a writing signed by both parties, Fullriver does not indemnify, nor agree to defend or hold Buyer harmless, against any liability, loss, damage or expense (including attorney’s fees) relating to any claim whatsoever, including without limitation, a claim for personal injury, death or property damage.

IMPORT AND EXPORT: Buyer shall, at its own expense, pay for all import and export licenses and permits, customs charges and duty fees, and take all other actions required to lawfully accomplish the export and import of Goods purchased by Buyer. Buyer warrants it will comply in all respects with the export and re-export restrictions set forth in the export license for every Good shipped to Buyer.

MISCELLANEOUS: Buyer may not assign its rights or obligations under this Agreement without the prior written consent of Fullriver. Any such assignment without Fullriver’s prior written consent shall be null and void, and of no effect. This Agreement is fully assignable by Fullriver to any person or entity and shall inure to the benefit of such assignee or successor. Buyer will indemnify, defend and hold Fullriver harmless from and against all damages, claims, liabilities, costs and expenses (including reasonable attorney’s fees) arising, directly or indirectly, from Buyer’s use, purchase, handling or resale of the Goods. This indemnification obligation shall survive termination of the purchase order. These Terms and Conditions take precedence over those contained in any purchase order. Any additional or different terms contained in Buyer’s purchase order, whether or not such terms would materially alter this Agreement, shall be deemed objected to by Fullriver unless the parties expressly amend this Agreement in writing. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written proposals, negotiations and agreements between the parties relating to the subject matter. No modifications to this Agreement or waivers will be enforceable unless evidenced in writing and signed by both parties. Fullriver may use Buyer’s name and may disclose that Buyer is a purchaser of Fullriver’s products or services.