General:
Max Lighting and Distribution (hereinafter, the "Company") requires that all persons or entities doing business with the Company agree to the following terms and conditions (hereinafter these "Terms" or this "Agreement") for the purchase of any products sold by the Company, whether manufactured by the Company or not. These Terms apply to all purchases from the Company. By submitting a purchase order or accepting any equipment from the Company, you confirm your agreement to be bound by and acceptance of these Terms and will be considered a "Customer" for the purposes hereof. The terms of any purchase order or other document issued by Customer shall not apply to the extent they are inconsistent with the terms set forth in this Agreement unless expressly agreed and signed by the Company in writing. This quotation is subject to the terms and conditions of Max Lighting & Distribution Corp. and the manufacturer's terms of sale, return, warranties, and freight policies. No other terms or conditions, whether oral, written, or implied, shall supersede or modify the terms set forth herein.

Quotation and Prices:
Quotes are based on information and pictures provided by the Customer. The Company is not responsible for any inaccuracies in the quote caused by missing or erroneous information provided by the Customer. Pricing associated with a quote will be maintained for 30 days from the date of the quote; provided, however, any purchase order given in respect of a quote is not binding on the Company until accepted by the Company in writing through a Sales Order Acknowledgement. The Company reserves the right to amend any quote prior to the 30-day expiration period in order to account for any materials which may have been excluded from such quote. All prices are expressed in U.S. dollars unless expressly stated otherwise and are exclusive of all taxes.

Cancellation:
Once the Company provides a Sales Order Acknowledgement:

• The purchase order may not be cancelled or altered in whole or in part without the execution of a change order signed in writing by both the Company and Customer.

• The quote is valid for 30 days.

• The quotation is valid only for types and quantities as listed. No miscellaneous items, lamps, or spares are included unless noted above.

• All shipments are quoted as "FOB Shipping Point."

• Buyer is responsible for providing quantities prior to quotation. The Company will not be held responsible for differences in quantities.

• Prices quoted are based upon quantities shown for one (1) shipment. The Company reserves the right to add freight on split releases and pre-shipments of anchor bolts.

• Shipping dates furnished are estimated, not guaranteed, and are subject to possible manufacturer's scheduling changes.

Payment Terms:
All payments for products shall be made in full, without offset or deduction, pursuant to the payment terms provided by the Company (which may be set at any time by the Company and shall be attached to the Sales Order Acknowledgement). The Company reserves the right to dictate payment terms by project, as may be set forth in the applicable Sales Order Acknowledgement.

• Should a project be split among different purchase orders, payment terms will be set for each individual Sales Order Acknowledgement.

• All invoices, except those for down payments, which are not paid by the invoice due date shall be subject to an interest rate of 1% per month and shall begin to accrue five (5) days after the invoice is due.

• The Company shall have no obligations under a Purchase Order, including with respect to material lead times, until the Company receives the Customer's down payment.

Delivery and Risk of Loss:
Any date quoted for delivery is an estimate only, and the Company shall not be liable for any loss or damage arising as a result of any failure to deliver or delay in delivery. The start date for the estimated period of delivery does not commence until the Company has received Customer’s down payment and/or written notice of release. The Customer shall not be relieved of any obligation to accept or pay for products due to any delay in delivery.

• The risk of loss or damage to the products shall pass to the Customer on delivery or upon the Customer's actual possession, whichever occurs first.

• Orders are subject to credit approval. Payment terms are Net 30 days unless otherwise noted. PLEASE NOTE: TAX IS NOT INCLUDED.

• Max Lighting will not accept any back charges, labor charges, or any other charges in relation to this order.

• Special palletizing may require additional charges.

• No UPS or FedEx to job sites for small shipments; alternate address must be provided.

Freight Notices and Additional Charges:

• Freight Notice of Poles: Pole shipments into the Company's territory may incur additional freight charges.

• Hold for release orders may have cancellation fees up to 30% of the order value.

• Orders for standard materials (no special components) may have cancellation fees up to 100% of the order value, depending on the status of the production or procurement cycle.

• Orders with special components, which are unable to be cancelled or returned to the supplier, may result in cancellation fees up to 100% of the order value.

• Lift gate truck services may incur additional costs.

• Any deliveries by union drivers may incur additional costs.

• Orders with production in progress may result in cancellation fees up to 100% of the order value.

• The Buyer is responsible for verifying all quantities, including but not limited to linear run lengths and configurations.

Force Majeure:
The Company shall not be held liable for any delay or failure in the performance of its obligations under this Agreement due to any cause beyond its reasonable control, including, without limitation, acts of God, war, fire, flood, industrial disputes, labor shortages, or failure or delay in deliveries by its suppliers or subcontractors. In such event, the Company shall have the right to suspend performance for the period of the delay or to cancel the contract without liability.

Assignment:
The Customer may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under this Agreement to any third party without the consent of the Customer.

Entire Agreement:
These Terms, together with the Sales Order Acknowledgement and any other written documents incorporated herein, constitute the entire agreement between the Company and Customer with respect to the subject matter hereof and supersede all prior discussions, negotiations, and agreements (whether oral or written) regarding the same. No other terms or conditions, whether oral, written, or implied, shall supersede or modify these Terms. Any amendments or modifications to this Agreement must be in writing and signed by both parties.

Headings:
The section titles or headings of these Terms are for convenience only and shall not affect the interpretation of this Agreement.

Binding Effect:
These Terms shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

Confidentiality:
Each party agrees to treat as confidential any proprietary or confidential information disclosed by the other party in connection with this Agreement. Neither party shall use such confidential information for any purpose other than in connection with the performance of this Agreement, nor disclose such confidential information to any third party without the prior written consent of the disclosing party, unless required by law.

Customer Approval:
By placing a purchase order with the Company, the Customer acknowledges that it has read, understood, and agrees to be bound by these Terms & Conditions and acknowledges that the Company’s products will be used in accordance with these terms. No variation or amendment of these Terms shall be effective unless agreed to in writing by both parties.

Export Compliance:
The Customer agrees to comply with all applicable export control laws and regulations of the United States, including the U.S. Export Administration Regulations and any other relevant laws that govern the export of products, data, and technology. The Customer agrees not to export, re-export, or transfer any product or service provided by the Company to any destination, individual, or entity prohibited by U.S. law.

Legal Fees:
In the event of any legal action brought by either party to enforce any of the provisions of this Agreement or to seek damages for the breach thereof, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses in addition to any other available remedy.

Product Specifications:
The Company’s specifications for its products are subject to change without notice. The Company will make commercially reasonable efforts to notify the Customer of any material changes to product specifications that may affect the Customer’s purchase orders. The Customer is responsible for ensuring that the products purchased meet its specifications and requirements.

Termination for Cause:
Either party may terminate this Agreement in the event of a material breach by the other party, which breach is not cured within 30 days of written notice of such breach. In the event of termination for cause, the terminating party shall have the right to pursue all remedies available under this Agreement and at law.

No Third-Party Beneficiaries:
This Agreement is solely for the benefit of the parties hereto and their respective successors and assigns, and is not intended to benefit or create any rights for any third parties.