1. These terms and conditions of sale (“Terms”) govern the sale of goods (“Goods”) by Terra Supreme Battery LLC,
   an Indiana limited liability company (“Seller”), to the buyer named on the purchase order (“Buyer”). If a
   separate written contract signed by both parties exists, that contract shall control to the extent of any
   inconsistency.
2. The quotation, confirmation of sale, or invoice (“Sales Confirmation”), Seller’s Limited Warranty, and these
   Terms (collectively, the “Agreement”) constitute the entire agreement and supersede all prior or
   contemporaneous agreements or communications. These Terms prevail over any Buyer purchase terms.
3. Nothing herein obligates Seller to continue selling any Goods. Seller may discontinue or modify Goods at any
   time and may allocate supply at its discretion.
4. Order changes or cancellations require Seller’s written approval and may incur additional charges.

2. Delivery of Goods and Ancillary Services

1. Goods will be delivered within a reasonable time after receipt of Buyer’s purchase order, subject to
   availability. Seller is not liable for transit delays or damage.
2. Unless otherwise agreed in writing, delivery shall be FOB Seller’s facility at 1563 East State Road 8,
   Albion, Indiana (“Delivery Point”). Buyer is responsible for transportation and pickup.
3. Seller may make partial shipments, each constituting a separate sale.
4. If Buyer fails to accept delivery, risk of loss transfers to Buyer and Seller may store Goods at Buyer’s
   expense.
5. Any service performance dates are estimates only. Buyer shall cooperate and provide all required information
   and approvals.

3. Non-Delivery

Seller is not liable for non-delivery unless Buyer provides written notice within five (5) days of expected
receipt. Remedies are limited to replacement or invoice adjustment.

4. Shipping Terms

Delivery is FOB Delivery Point unless otherwise agreed.

5. Title and Risk of Loss

Title and risk of loss pass to Buyer upon delivery. Buyer grants Seller a purchase money security interest in
the Goods and authorizes Seller to file UCC financing statements.

6. Buyer’s Acts or Omissions

Seller is not liable for delays or failures caused by Buyer or Buyer’s agents.

7. Inspection and Rejection of Nonconforming Goods

1. Buyer must inspect Goods within five (5) business days. Failure to notify Seller constitutes acceptance.
2. Seller may replace, refund, or credit Nonconforming Goods at its discretion.
3. These remedies are Buyer’s exclusive remedies for Nonconforming Goods.

8. Prices

Prices are as stated in the Sales Confirmation and exclude taxes, duties, and similar charges, which Buyer
shall pay.

9. Payment Terms

Invoices are due within thirty (30) days. Late payments accrue interest at 1.5% per month or the maximum
permitted by law.

10. Limited Warranty

Goods are covered only by Seller’s published Limited Warranty. All other warranties are expressly disclaimed.

11. Limitation of Liability

Seller shall not be liable for indirect, incidental, or consequential damages. Liability is capped at amounts
paid for the Goods, except for proven gross negligence or willful misconduct.

12. Compliance with Law

Buyer shall comply with all applicable laws, including export, import, and environmental regulations.

13. Indemnification

Buyer shall indemnify and hold Seller harmless from claims arising from Buyer’s use, handling, or resale of
Goods.

14. Termination

Seller may terminate this Agreement immediately for nonpayment, breach, or insolvency.

15. Waiver

No waiver is effective unless in writing and signed by Seller.

16. Intellectual Property

Seller retains all intellectual property rights related to the Goods.

17. Confidential Information

Buyer shall protect Seller’s confidential information and use it only for performance of this Agreement.

18. Force Majeure

Seller is not liable for delays caused by events beyond its reasonable control.

19. Assignment

Buyer may not assign this Agreement without Seller’s written consent.

20. Relationship of the Parties

The parties are independent contractors. Buyer may not use Seller’s name or logo without permission.

21. No Third-Party Beneficiaries

This Agreement benefits only the parties and their permitted assigns.

22. Governing Law

This Agreement is governed by the laws of the State of Indiana.

23. Jurisdiction

All legal actions shall be brought in state or federal courts located in Allen County, Indiana.

24. Notices

Notices must be in writing and delivered by recognized courier, mail, or email.

25. Severability

Invalid provisions do not affect the enforceability of the remainder.

26. Survival

Provisions that should survive termination shall do so.

27. Amendment

Amendments must be in writing and signed by both parties.

28. Non-Discrimination

Seller complies with applicable non-discrimination laws.

29. Interpretation

This Agreement shall be construed as jointly drafted. Headings are for convenience only.