Legal

BELT POWER, LLC
Terms and Conditions of Sale

1. Applicability. These Terms and Conditions of Sale (these “Terms”), together with the applicable terms of Seller’s quote,
proposal, offer, invoice, confirmation or acknowledgment to which these Terms relate (the “Order Document” and together
with these Terms, collectively, the “Agreement”) are the sole terms governing the sale of products (the “Products”) and
rendering of services (the “Services”) by Belt Power, LLC (“Seller”) to the buyer (“Buyer” and together with Seller, the “Parties”)
identified in the applicable Order Document, in each case as applicable. The Agreement constitutes the sole and entire
agreement of the Parties with respect to the subject matter contained herein and therein, and supersedes all prior and
contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such
subject matter. In the event of a conflict between these Terms and the Order Document, these Terms shall control, other
than with respect to the following terms identified in the Order Document: price and payment terms, type and quantity of
Product or Service ordered, the delivery or performance location, the shipping carrier and method and the billing address. If
these Terms are first tendered to Buyer before Buyer tenders terms to Seller, then (i) these Terms are in lieu of any terms
later submitted by Buyer, (ii) acceptance of Seller’s offer is expressly limited to these Terms, (iii) the Parties agree that any
additional or different terms would materially alter the Agreement, and (iv) Seller objects to and rejects all additional or
different terms and conditions of Buyer. If Seller tenders these Terms to Buyer after Buyer tenders other terms to Seller,
whether as part of a purchase order or otherwise, then Seller’s acceptance of any offer by Buyer associated with Buyer’s
terms is expressly conditioned upon Buyer’s acceptance of these Terms exclusively and to the exclusion of any proffered
Buyer terms or conditions, regardless of whether these Terms contain any terms additional to, or different from, any terms
proffered by Buyer. Buyer’s performance, or acceptance of, or payment for, any Products or Services will constitute Buyer’s
acceptance of these Terms exclusively. These Terms may not be varied or modified except by the written consent of an
authorized agent of Seller expressly referencing these Terms.

2. Prices and Payment. Prices are set forth in the applicable Order Document and are exclusive of, and Buyer is responsible for,
all applicable transaction taxes such as sales, use, value added, manufacture, excise or similar taxes. Prices are subject to
change by Seller without notice. Unless otherwise set forth in the applicable Order Document, all payments are due net 30
days from the date of invoice (regardless of delivery time) and will be made in U.S. Dollars without any deduction, set-off or
recoupment. Unless otherwise set forth in the applicable Order Document, invoices may be paid by check, wire transfer, ACH
or credit card (Visa, Mastercard, American Express or Discover), in the latter case, subject to a credit card surcharge fee of the
lesser of 3% and the maximum rate permitted by applicable law, if any. Seller reserves the right to charge interest of 1% per
month on any overdue amounts.

3. Shipment, Title, Risk of Loss and Security Interest. Unless otherwise stated in the applicable Order Document, Seller will load
the Products at Seller’s plant location to a freight carrier designated by Seller and delivery shall be deemed made at such time
and location. Unless otherwise specified by Seller in the applicable Order Document, all shipping costs and expenses of such
carrier will be charged to Buyer in addition to the prices set forth in the Order Document. Title to and risk of loss of the
Products shall pass from Seller to Buyer upon delivery to such carrier. Buyer shall be liable for any loss or damages to
Products after delivery to the carrier. Buyer hereby grants to Seller a first priority purchase money security interest in all
Products purchased from Seller hereunder and in all attachments, accessories, additions, substitutions, and proceeds
(including insurance proceeds) thereto and thereof. Buyer hereby authorizes Seller to file a UCC financing statement and
other similar filings and recordings to evidence the security interest granted hereunder. Buyer agrees not to file any corrective
or termination statements or releases with respect to any such UCC financing statements or other similar filings or
recordings, except with Seller’s prior written consent.

4. Delivery, Inspection and Acceptance. Seller does not guarantee delivery by any time or date and assumes no liability for
damages due to delay in fulfilling, shipping or delivery of any order. Buyer will promptly inspect all Products upon delivery and
Services upon completion. If no notice is received by Seller of rejection of any delivery or performance within 30 days thereof,
Buyer will be deemed to have accepted the delivery of Products or performance of Services, as applicable, including its
quantity and condition.

5. Warranties, Remedies and Limitations.
a. Services: Limited Warranty. Seller warrants to Buyer that the Services will be performed in a workmanlike manner.
SELLER DISCLAIMS ALLOTHER WARRANTIES OF EVERY KIND WITH RESPECT TO THE SERVICES, INCLUDING
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AGAINST INFRINGEMENT
OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS AND ANY OTHER WARRANTIES IMPLIED IN LAW OR OTHERWISE.
EXCEPT FOR THE FOREGOING LIMITED WARRANTY, ALL SERVICES ARE RENDERED AND PERFORMED AS IS AND
WHERE IS. The foregoing warranty does not include any Services performed by anyone other than Seller. Buyer’s
sole and exclusive remedy with respect to any breach of the foregoing Services warranty is to receive re-
performance by Seller of the Services which gave rise to the breach or, at Seller’s option, a refund of the price paid
by Buyer for such Services; provided that Buyer provides reasonably detailed written notice to Seller of the breach
within 30 days following performance of the defective Service. No employee or representative of Seller and no other
person is authorized to amend or supplement this warranty or the associated remedies in any way or to grant any
other warranty or remedy related to Services.
b. Products: Manufacturer’s Product Warranty. Seller does not manufacture or control the Products and does not
provide any warranty with respect thereto. The Products are subject to the manufacturer’s published warranties, if
any. THE PRODUCTS ARE SUPPLIED AS IS AND WHERE IS. SELLER DISCLAIMS ALL WARRANTIES OF EVERY KIND,
INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WARRANTIES AGAINST
INFRINGEMENT OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS AND ANY OTHER WARRANTIES IMPLIED IN LAW
OR OTHERWISE WITH RESPECT TO THE PRODUCTS. BUYER ACKNOWLEDGES AND AGREES THAT SELLER SHALL NOT
BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY BREACH OF WARRANTY CLAIMS OR FOR ANY DAMAGES,
LIABILITIES, CLAIMS OR CAUSES OF ACTION ARISING OUT OF THE MANUFACTURER’S FAILURE TO HONOR ITS
WARRANTY OBLIGATIONS TO BUYER WITH RESPECT TO THE PRODUCTS. Buyer’s sole and exclusive remedies with
respect to any breach of the manufacturer’s warranties are as provided in, and subject to the terms and conditions
(including the warranty period) of, the manufacturer’s published warranties. No repair or replacement of, or refund
with respect to, any Products due to a breach of the manufacturer’s published warranties will be performed or
issued by Seller unless and until permitted by the manufacturer’s published warranties. Seller shall assign to Buyer
its rights under or with respect to the applicable manufacturer’s warranties if and to the extent permitted by the
terms thereof and shall use reasonable efforts to assist Buyer in making any valid warranty claims with such
manufacturer. No employee or representative of Seller and no other person is authorized to amend or supplement
this warranty or the associated remedies in any way or to grant any other warranty or remedy related to the
Products.
c. All technical advice furnished by Seller, whether on request of Buyer or voluntarily, is given gratis and Seller assumes
no obligation or liability for the advice so given or the results obtained. All such advice is given and accepted at
Buyer’s risk.
d. LIMITATIONS ON LIABILITY. IN NO EVENT SHALL SELLER’S LIABILITY EXCEED THE PRICE OF THE RELEVANT PRODUCT
OR SERVICE SOLD BY SELLER TO BUYER AS SET FORTH IN THE APPLICABLE ORDER DOCUMENT. SELLER SHALL NOT
BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECULATIVE, EXEMPLARY OR PUNITIVE DAMAGES OF
ANY KIND, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, OR FOR ANY DAMAGE TO BUYER’S OR ANY
THIRD PARTY’S PROPERTY, INCLUDING DAMAGE TO ANY GOODS ORDERED OR USED IN CONNECTION WITH THE
PRODUCTS OR SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE, REGARDLESS OF
WHETHER SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, REGARDLESS OF THE LEGAL OR
EQUITABLE THEORY UPON WHICH THE CLAIM FOR SUCH DAMAGES IS BASED AND NOTWITHSTANDING THE
FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE.

6. Returns. No return shipments may be authorized or accepted except by the express written consent of a duly authorized
employee of Seller. Any return shipment made without such written consent shall be an unauthorized return and no claim
shall be allowed and no credit given for such Products. Seller reserves the right to refuse acceptance of any unauthorized
return. The acceptance by Seller of a return shipment will not constitute a waiver or modification of any of the terms or
conditions of the Agreement.

7. Indemnification. Buyer will indemnify, defend and hold harmless Seller, its affiliates, and each of their respective directors,
managers, officers, members, equityholders, partners, employees, contractors and agents, together with each of their
respective successors and assigns, from and against all liabilities, actions, claims, losses, damages, fines, penalties, costs and
expenses (including attorneys’ fees and court costs) suffered or incurred as a result of or in connection with any third-party
claim (including any claim brought by any employee, agent or representative of Buyer) related to the Products or Services
purchased by Buyer or the operation or nature of Buyer’s business.

8. Force Majeure. Seller will not be liable or responsible to Buyer, nor be deemed to have defaulted under or breached the
Agreement, for any failure or delay in fulfilling or performing any obligation under the Agreement when and to the extent
such failure or delay is caused by or results from any act, event or circumstance beyond Seller’s reasonable control, including
but not limited to an act of God, fire, flood, war, disease, pandemic, epidemic, government action, accident, labor trouble or
shortage, inability to obtain material, equipment or transportation.

9. Termination. In the event Buyer fails to fulfill the terms of payment, or in case Seller shall have any doubt at any time as to
Buyer’s financial responsibility, Seller may decline to make further deliveries except upon receipt of cash or satisfactory
security. Moreover, Seller may terminate the Agreement by giving written notice to Buyer, if (i) Buyer repudiates or threatens
to repudiate any of its obligations under the Agreement or (ii) Buyer becomes insolvent or is generally unable to pay, or fails
to pay, its debts as they become due, files or has filed against it, a petition for voluntary or involuntary bankruptcy or
otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or
insolvency law, makes or seeks to make a general assignment for the benefit of its creditors or applies for or has appointed a
receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or
sell any material portion of its property or business. Termination of the Agreement will not affect any rights or obligations of
the parties that are mature as of such termination or that come into effect upon or after termination of the Agreement. Any
provision of the Agreement that, in order to give proper effect to its intent, should survive termination of the Agreement, will
survive such termination.

10. Assignment and Delegation. Buyer may not assign or transfer any of its rights or delegate any of its obligations under the
Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this section is
null and void.

11. Governing Law; Venue; Waiver of Jury Trial. The Agreement, its negotiation and all matters arising out of or relating thereto
and hereto shall be construed in accordance with and governed for all purposes by the laws of the State of Georgia (without
regard to conflict of law principles thereof). THE PARTIES AGREE THAT JURISDICTION AND VENUE IN ANY PROCEEDING
BROUGHT BY ANY PARTY SHALL PROPERLY AND EXCLUSIVELY LIE ONLY IN THE STATE OR FEDERAL COURTS SITUATED IN
THE STATE OF GEORGIA, COUNTY OF COBB OR FULTON COUNTY. EACH PARTY ALSO AGREES NOT TO BRING ANY
PROCEEDING IN ANY OTHER COURT (OTHER THAN UPON THE APPEAL OF ANY JUDGMENT, DECISION OR ACTION OF ANY
SUCH COURT OR, AS APPLICABLE, ANY FEDERAL APPELLATE COURT THAT INCLUDES THE STATE OF GEORGIA WITHIN ITS
JURISDICTION). EACH PARTY IRREVOCABLY SUBMITS TO THE JURISDICTION OF SUCH COURTS FOR SUCH PARTY AND IN
RESPECT OF SUCH PARTY’S PROPERTY WITH RESPECT TO ANY PROCEEDING. THE PARTIES HERETO IRREVOCABLY AGREE
THAT VENUE WOULD BE PROPER IN SUCH COURT, AND HEREBY WAIVE ANY OBJECTION THAT ANY SUCH COURT IS AN
IMPROPER OR INCONVENIENT FORUM FOR THE RESOLUTION OF ANY PROCEEDING. EACH PARTY HEREBY ACKNOWLEDGES
AND AGREES THAT ANY DISPUTE IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY
HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY
PROCEEDING AND REGARDLESS OF WHICH PARTY INITIATES SUCH PROCEEDING. EACH PARTY HEREBY AGREES AND
CONSENTS THAT ANY PROCEEDING SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF A DISPUTE, SEEK TO ENFORCE THE
FOREGOING WAIVER, (B) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH
PARTY MAKES THIS WAIVER VOLUNTARILY AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY,
AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. Buyer and Seller each agrees that
the United Nations Convention on Contracts for the International Sale of Goods does not apply to the Agreement.

12. Severability. If any term or provision of the Agreement is invalid, illegal or unenforceable, such invalidity, illegality or
unenforceability does not affect any other term or provision of the Agreement or invalidate or render unenforceable such
term or provision in any other jurisdiction. Upon a determination by a court or other adjudicating body of competent
jurisdiction that any term or provision is invalid, illegal or unenforceable, such court or body may modify the Agreement to
effect the original intent of the parties as closely as possible in order that the transactions contemplated by the Agreement
be consummated as originally contemplated to the greatest extent possible.

1. Terms

By accessing this web site, you are agreeing to be bound by these web site Terms and Conditions of Use, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this web site are protected by applicable copyright and trademark law.

2. Use License

a. Permission is granted to temporarily download one copy of the materials (information or software) on Belt Power’s web site for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:

i. modify or copy the materials;
ii. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
iii. attempt to decompile or reverse engineer any software contained on Belt Power’s web site;
iv. remove any copyright or other proprietary notations from the materials; or
v. transfer the materials to another person or “mirror” the materials on any other server.

b. This license shall automatically terminate if you violate any of these restrictions and may be terminated by Belt Power at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. Disclaimer

The materials on Belt Power’s web site are provided “as is”. Belt Power makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties, including without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights. Further, Belt Power does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its Internet web site or otherwise relating to such materials or on any sites linked to this site.

4. Limitations

In no event shall Belt Power or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on Belt Power’s Internet site, even if Belt Power or a Belt Power authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Revisions and Errata

The materials appearing on Belt Power’s web site could include technical, typographical, or photographic errors. Belt Power does not warrant that any of the materials on its web site are accurate, complete, or current. Belt Power may make changes to the materials contained on its web site at any time without notice. Belt Power does not, however, make any commitment to update the materials.

6. Links

Belt Power has not reviewed all of the sites linked to its Internet web site and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by Belt Power of the site. Use of any such linked web site is at the user’s own risk.

7. Site Terms of Use Modifications

Belt Power may revise these terms of use for its web site at any time without notice. By using this web site you are agreeing to be bound by the then current version of these Terms and Conditions of Use.

All Belt Power service and feature names, brands, products, logos and slogans are trademarks or registered trademarks of Belt Power and BeltPower.com, as well as any of its subsidiaries located in the United States or other countries. The trademarks and names of other companies and products mentioned herein are the property of their respective owners. Copyright © 2022 Belt Power and BeltPower.com. All rights reserved.

Your privacy is very important to us. Accordingly, we have developed this Policy in order for you to understand how we collect, use, communicate and disclose and make use of personal information. The following outlines our privacy policy:

– Before or at the time of collecting personal information, we will identify the purposes for which information is being collected.

– We will collect and use of personal information solely with the objective of fulfilling those purposes specified by us and for other compatible purposes, unless we obtain the consent of the individual concerned or as required by law.

– We will only retain personal information as long as necessary for the fulfillment of those purposes.

– We will collect personal information by lawful and fair means and, where appropriate, with the knowledge or consent of the individual concerned.

– Personal data should be relevant to the purposes for which it is to be used, and, to the extent necessary for those purposes, should be accurate, complete, and up-to-date.

– We will protect personal information by reasonable security safeguards against loss or theft, as well as unauthorized access, disclosure, copying, use or modification.

– We will make readily available to customers information about our policies and practices relating to the management of personal information.

Belt Power is committed to conducting our business in accordance with these principles in order to ensure that the confidentiality of personal information is protected and maintained.