Metropolitan Air Compressor Co., Inc. Terms and Conditions

1. Agreement.

a. These Terms and Conditions ("Terms") are entered into between Metropolitan Air Compressor Co., Inc., a Michigan corporation ("Metro Air") and the counterparty identified in the signature block ("Purchaser") relating to the Collateral (as defined below). These Terms, together with any written and mutually executed proposal, statement of work, or invoice, related to the Collateral are collectively referred to herein as the "Agreement" and constitute the sole and entire agreement of the parties to this Agreement with respect to the Collateral. Any written proposal, statement of work, or invoice that references these Terms are incorporated herein by reference. These Terms shall be effective upon the last date signed in the signature block provided, however, if these Terms are not executed, they shall nonetheless be effective and controlling to the parties so long as Metro Air has provided the Terms to the Purchaser and the Purchaser has received the Collateral, and Metro Air does not receive written objections or modifications from Purchaser.

b. Unless otherwise agreed in writing with Metro Air, Purchaser's acceptance is expressly limited to these Terms and the Agreement. Any additional or different terms proposed by Purchaser (whether in Purchaser's quotation, proposal, acknowledgement, or otherwise and whether or not delivered prior to or after entry into these Terms) are expressly rejected by Metro Air, are not part of these Terms or the Agreement, and are not binding on Metro Air without the express prior written acceptance of such terms by Metro Air's authorized representative. The parties have agreed that it is their intent that the "battle of the forms" described in Section 2-207 of the Uniform Commercial Code will not apply to these Terms or to any invoice or acceptance form of Purchaser relating to these Terms.

2. Definitions.

a. "Collateral" means any equipment, parts, or services sold by Metro Air to Purchaser under a security agreement.

b. "Purchaser" means the individual or entity identified in the signature block of these Terms that has purchased equipment, parts, or is receiving services from Metro Air.

c. "Subject Debt" means any unpaid and outstanding purchase price owed by Purchaser to Metro Air.

3. Services.

Metro Air will provide Purchaser and Purchaser will purchase from Metro Air, the Collateral. If Purchaser requests in writing that Metro Air provide Collateral not included in the initial quotation, proposal, acknowledgement, invoice or otherwise ("Additional Collateral"), then Metro Air will provide Purchaser with additional invoicing for the Additional Collateral at the rates mutually agreed upon by Metro Air and Purchase. All Collateral, including any Additional Collateral, will be governed by these Term and the Agreement, including any amendments hereto.

4. Payment Terms and Expenses.

a. In consideration for the Collateral, Purchaser will pay Metro Air the undisputed fee ("Payment") set forth in the applicable proposal or statement of work, if any, for the applicable Collateral. Payment terms are based on Purchaser's credit approval. Metro Air will send invoice(s) to Purchaser upon shipment of Collateral from vendor(s), separate from other invoicing.

b. All undisputed Payments will be due and payable within 30 days of Purchaser's receipt of the invoice, unless other payment terms are specified in an applicable proposal or statement of work mutually executed between the parties regarding the Collateral. Purchaser agrees that it will advise Metro Air of any objection to or dispute of the invoice and/or the Collateral reflected in the invoice within 5 days of Purchaser's receipt of the invoice. Payments shall be mailed to: Metropolitan Air Compressor, 15990 Sturgeon, Roseville, MI 48066. A 4% surcharge applies to all Payments made to Metro Air via credit card. All late Payments accrue interest at a rate of 1% per month, not to exceed the maximum rate allowed by Michigan or Ohio law. Purchaser agrees, acknowledges, and understands that Purchaser is responsible for all applicable taxes (e.g., sales, use, excise) unless a valid exemption certificate is provided to Metro Air prior to shipment of the Collateral.

c. Purchaser agrees, acknowledges, and understands that Metro Air is not responsible for cost increases due to tariffs, duties, inflation, supply chain disruptions, or other factors beyond Metro Air's reasonable control, including but not limited to, changes in federal, state, or international trade policies, material shortages, or unforeseen economic conditions. Any such cost increase exceeding 3% of the quoted price for equipment or parts shall be borne by the Purchaser. Purchaser agrees to pay the adjusted amount as invoiced. Failure to pay such adjustments may be treated as a default under these Terms.

5. Security Interest.

Purchaser grants Metro Air a security interest in the Collateral to secure full Payment of the purchase price of the Collateral. Purchaser shall: (i) keep the Collateral fully insured and located at Purchaser's place of business until full Payment is received by Metro Air; and (ii) upon Metro Air's demand, assemble and make the Collateral available at a location designated by Metro Air, at Purchaser's expenses and cost. Upon Purchaser's default, Metro Air may, without notice to Purchaser, (i) exercise all rights under the Uniform Commercial Code (UCC) in Michigan (MCL 440.1101 et seq.) and Ohio (ORC 1301.101 et seq.); (ii) enter Purchaser's premises to repossess the Collateral to extent allowed by applicable law; (iii) sell, transfer, or dispose of the Collateral at a public or private sale with commercially reasonable notice (no notice required for the Collateral declining in value or sold on a recognized market); (iv) apply net proceeds to Subject Debt, refunding any surplus to Purchaser or holding Purchaser liable for any deficiency; and (v) disclaim warranties in foreclosure sales without affecting commercial reasonableness. Metro Air may file a UCC financing statement to protect its security interest.

6. Return Policy.

Purchaser agrees, acknowledges, and understands that returns of the Collateral will only be accepted by Metro Air for ninety (90) days from the date of purchase. All Collateral must be unused, in original condition, and include original packaging. Purchaser must provide Metro Air with an invoice for all Collateral Purchaser is requesting to be returned to Metro Air and Purchaser is responsible for return shipping costs. Non-stocked Collateral are subject to 25% restocking fee. Purchaser agrees, acknowledges, and understands that Purchaser will be issued a Metro Air credit memo only for all returned Collateral. Purchaser agrees, acknowledges, and understands that special orders, custom items, and electrical items are not eligible for return.

7. Warranty.

The Collateral is warranted only to the extent of the original manufacturer's warranty. s specified in the applicable quote or contract, Metro Air can provide to Purchaser a warranty for "Total Care" ontracts. There is a 90-day warranty on all used Collateral. This 90-day warranty for used Collateral cover parts only and expressly excludes labor. This 90-day warranty is valid only with proper maintenance by Purchaser per the operation manual for the Collateral. A Metro Air's sole discretion, Metro Air will repair or replace defective Collateral, if possible, and only if not possible, refused to Purchaser a portion of the Payment. Routine adjustments (e.g., such as minor calibration or settings changes required due to normal wear and tear), are not warrantable. Purchaser must operate and maintain equipment per the operation and maintenance manual; failure to do so voids all warranties. No additional warranties, expressed or implied, including merchantability or fitness for a particular purpose, are provided.

8. Term and Termination.

a. These Terms shall continue in full force and effect, unless otherwise terminated in accordance with the terms herein ("Term"). This Agreement may be terminated by either party without cause upon thirty (30) days' prior written notice to the other party. In the event of termination pursuant to this clause, Purchaser will pay Metro Air for any undisputed outstanding invoices for the Collateral that it has received on or before the effective date of termination.

b. Either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party materially breaches this Agreement, and such breach is incapable of cure. With respect to a material breach capable of cure, either party may terminate this Agreement if the other party does not cure such breach within 30 days after receipt of written notice of such breach.

9. Confidentiality.

a. The parties acknowledge that either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party"), non-public, proprietary and confidential information of Disclosing Party that, if disclosed would cause irreparable harm to the Disclosing Party ("Confidential Information"). The parties hereby agree: (a) not to use such Confidential Information for any purpose other than to perform its obligations under the Agreement; (b) not to disclose such Confidential Information to any person or entity, except for Receiving Party's employees, personnel, subcontractors, or agents on a need to know basis only ("Authorized Representatives") of the Confidential Information to assist the Receiving Party with its obligations under the Agreement, provided that such Authorized Representatives have a contractual or legal confidentiality obligations to that party no less stringent than those contained in this Agreement; and (c) to protect and safeguard the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would use to protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care. This Section 6 shall survive termination of the Agreement.

b. Confidential Information does not include any information that: (a) is or becomes generally available to the public through no wrongful act of the Receiving Party; (b) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information; (c) was in Receiving Party's possession prior to Disclosing Party's disclosure hereunder; or (d) was or is independently developed by Receiving Party without using any Confidential Information of the Disclosing Party.

c. If the Receiving Party is required by applicable law or legal process to disclose any Confidential Information, it shall, prior to making such disclosure, use commercially reasonable efforts to notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek, at Disclosing Party's sole cost and expense, a protective order or other remedy.

10. Indemnification.

Purchaser will indemnify and hold harmless Metro Air and their respective officers, directors, employees, agents, affiliates, successors, and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable attorneys' fees), arising out of or resulting from Purchaser's negligence or willful misconduct or breach of any representation, warranty or obligation under these Terms or the Agreement.

11. Limitation of Liability.

Metro Air is not liable for: (i) acts, omissions, or workmanship of Purchaser's employees, contractors, or agents; (ii) failure or malfunction of Collateral not supplied by Metro Air; (iii) special, consequential, or incidental damages, including loss of profits or use, whether based in contract, tort, or otherwise; (iv) any loss of profit, loss of production, loss of income or contract, loss of goodwill, or for direct, indirect or consequential loss or damage of any kind whatsoever, including any temporary rental that may be required; (v) any damages higher than the original purchase price of the product.

12. Force Majeure.

Metro Air shall not be liable or responsible to Purchaser, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent Metro Air's failure or delay is caused by or results from the following force majeure events ("Force Majeure Event(s)") beyond Metro Aire's reasonable control: (a) acts of God; (b) flood, fire, earthquake, (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; and (d) government order, law, or action, transportation delays, tariffs, or supply chain disruptions. Metro Air shall give notice within three (3) days of the Force Majeure Event to Purchaser, stating the period of time the occurrence is expected to continue. Metro Air will resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

13. Miscellaneous.

a. Governing Law and Jurisdiction. This Agreement shall be governed by the laws of the State of Michigan, without giving effect to any conflict of laws principles that would cause the laws of any other jurisdiction to apply. Each party irrevocably and unconditionally agrees to be subject to the jurisdiction of the state and federal courts sitting in the County of Macomb, Michigan.

b. Dispute Resolution. Any controversy, dispute, or claim between the parties arising out of this Agreement shall be resolved at the request of any party to this Agreement, by final and binding arbitration,administered by American Arbitration Association (AAA), and judgment upon any award rendered by the arbitrator may be entered by any state or federal court having jurisdiction thereof. Any such arbitration shall take place exclusively in the County of Macomb, Michigan. The prevailing party shall be entitled to reasonable attorneys' fees and costs incurred in any arbitration or litigation related to arbitration brought in connection with this Agreement.

c. Assignment. This Agreement will bind and inure to the benefit of the parties and their respective permitted successors and assigns. Metro Air may assign its rights or delegate its duties under this Agreement, in whole or in part, without the prior written consent of Purchaser. Purchaser may not assign its rights or delegate its duties under this Agreement, in whole or in part, without the prior written consent of Metro Air. Any purported assignment of rights or obligations by Purchaser, except as expressly permitted herein, will be null and void.

d. Severability. If any term or provision of the Agreement is deemed invalid or unenforceable by an arbitrator or a court with valid jurisdiction, such invalidity or unenforceability shall not affect any other term or provision of this Agreement.

e. Amendments and Waiver. This Agreement may be amended or modified only by a separate writing signed by both parties. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver.

f. Conflicting Terms. If there is an inconsistency or discrepancy between these Terms and Conditions and any other document to the Agreement, these Terms and Conditions shall control.

g. Entire Agreement; Order of Precedence. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior oral or written agreements between the parties concerning the subject matter hereof. In the event of a conflict between these Terms, any incorporated proposal or statement of work, or other documents between the parties, the order of precedence shall be as follows: (1) Terms and Conditions, (2) a proposal or statement of work (if any), (3) any other documents issued by Metro Air related to the Collateral.