ACCEPTANCE OF DOCUMENT

The terms of the “Contract” between Maverick Power. (“Seller”) and the purchaser of the goods (“Buyer”) is composed of a signed quote or purchase order, these Terms and Conditions of Sale, and any expressly incorporated documents. This Contract between Buyer and Seller is expressly subject to these Terms and Conditions of Sale. Buyer (i) acknowledges that it has received Seller’s Terms and Conditions of Sale, (ii) consents and agrees to be bound by these Seller’s Terms and Conditions of Sale, and (iii) acknowledges that any and all terms and conditions of Buyer NOT incorporated into this Contract as an exhibit are hereby expressly rejected by Seller.

DELIVERY/RISK OF LOSS

Title to and risk of loss of all goods sold hereunder by Seller shall pass to Buyer upon their delivery F.O.B. Seller’s factory to a representative of Buyer, including a common carrier. Any claim by Buyer of loss or damage to the goods in transit shall be the responsibility of the carrier and not of Seller. The dispatch or carriage of the goods shall be affected in all cases at the risk and costs of the Buyer, even if the transportation is affected or organized by the Seller. The Buyer shall observe the requirement to give notice of defects in respect of the carrier for damage in transit. Transport Insurance shall only be arranged if the Buyer expressly orders this and assumes the cost.

INSPECTION

Buyer must inspect all goods upon receipt at Seller’s factory (if Buyer takes immediate receipt) or upon delivery by a carrier. Buyer must notify the Seller within three (3) days of receipt if there are any defects or shortages in the goods. Notice that goods are not in conformance with these Terms and Conditions of Sale must set forth in reasonable detail the manner of nonconformance. If Buyer retains the goods after their delivery without giving such timely notice, such failure shall constitute an irrevocable acceptance of the goods by Buyer, except for defects not reasonably discoverable by a full visual inspection. Revocation of acceptance thereafter is waived unless Buyer could not discover any material defects by such inspection, and the defects substantially impair the goods’ value. Notice of any attempted revocation must be made within ten (10) days of delivery. Buyer’s sole remedy for any defects or nonconformance shall be in accordance with the warranty terms below.

PRODUCTS RETURNS

Buyer may not return goods to obtain credit or replacement without written approval by an officer of Seller. Custom goods may not be returned. For goods accepted for return, Buyer must pre-pay return shipping costs and a minimum restocking charge of 65% of the invoice price, plus any charges necessary to rework goods into a re-sellable condition.

CUSTOM PRODUCTS

Prices for custom goods (i.e. items identified on a purchase order or quote as such or not appearing on the Published Price List) will be adjusted due to additional information Seller receives after providing its quote. Buyer shall pay for field modifications or factory reworking of custom goods, unless resulting from a deficiency in manufacturing. Unless indicated otherwise in writing, all components of custom goods will be delivered in individual pieces to be assembled by the Buyer. Normal erection or assembly operations include adjustments by Buyer (at its cost) through moderate amounts of reaming, chipping, welding, or cutting. Custom goods require a deposit of twenty-five percent (25%) of the purchase price due at signing of a purchase order or quote. The remainder of the purchase price will be invoiced upon shipment of the goods (or completion of fabrication if shipment is delayed). Shipments of less than all goods may be billed on a per-shipment basis.

SERVICES

Any advice, guidance or instruction on the use of Seller’s products is gratuitous and is not part of the Contract, and Buyer expressly acknowledges that Seller has no duty to provide such services and acknowledges that Customer is knowledgeable in the use of products of the type sold by Seller. Seller can provide Buyer with technical support and/or can arrange for the installation of goods, upon request, and such services shall be confirmed in a separate written agreement with Seller.

STARTUP

Maverick personnel onsite to supervise or assist in setting the equipment into operation according to Maverick’s standard start-up script. Maverick pre-start-up checklist must be completed and returned to Maverick 5 days prior to the planned Start-up Services date. In the event the Maverick technician is unable to perform start-up services due to missing/incomplete items on the Start-up checklist, then standard applicable daily field service rates will apply. Commissioning and other site support is specifically excluded from the scope of Start-up services.

WARRANTY

Subject to the terms, conditions, and limitations herein, Seller warrants, to the original Buyer only, that the goods will be free from defects in material and workmanship. If the goods do not conform to this warranty, Seller’s exclusive obligation and liability, and Buyer’s exclusive remedy, under the contract is limited to repairing or replacing (at Seller’s sole option), the goods (or portions thereof) at no cost to Buyer. If Seller elects to provide a conforming replacement good (or component part), the item shall be provided F.O.B. at Seller’s factory, and Buyer is responsible for the costs of shipping and installing the replacement item. Seller’s warranty obligations are expressly conditioned upon Buyer having paid in full for the goods. The duration of this express warranty is (a) 12 months after startup/beneficial use, or 18 months after date of shipment from Seller’s factory, whichever occurs first; and (b) 90 days from delivery for any replacement items. This warranty only covers defects in materials and workmanship originating with Seller, so it does not cover other losses, including (but not limited to) those caused in whole or in part by (1) improper installation or maintenance; (2) improper use or application; (3) corrosion; (4) normal wear and tear; (5) operation beyond rated capacities, (6) the use of replacement parts or improper lubricants/sealants; and/or (7) improper repairs. If the goods include equipment manufactured by others and which are provided with a manufacturer’s warranty on the equipment, that manufacturer’s warranty shall replace Seller’s warranty and shall be the exclusive warranty on the equipment. Any repairs or alterations to the goods without the express, written consent of Seller voids the above warranty. Any excessive use or improper installation, operation, use, or maintenance (or failure to follow applicable instruction, product manuals and/or guidelines) voids the above warranty. In order to preserve a remedy under this contract, Buyer must provide written notice to Seller of the non-conformity within three (3) days of discovery of the non-conformity. THIS EXPRESS WARRANTY IS THE EXCLUSIVE WARRANTY FOR THE GOODS, AND IT IS PROVIDED IN LIEU OF ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING WITHOUT LIMITATION ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY DISCLAIMED. SELLER’S LIABILITY FOR ANY CLAIMS RELATING TO THE GOODS IS LIMITED TO THE REMEDIES IDENTIFIED HEREIN. Additionally, to avail of warranty services, the Buyer may be required to return the defective Product to Seller or its designated service center at the Buyer’s expense. Failure to return the defective part within 30 days of the warranty claim may result in the Buyer being subject to a charge for the replacement part(s).

FACTORY TEST DOCUMENTS

Factory test documents related to Maverick products may be subject to a fee. The specific charges and terms for acquiring these documents will be provided by our factory or authorized service center at the time of request.

FACTORY WITNESS TESTING

Factory witness testing is not included in the sale of the product. Customized testing solutions can be quoted by reaching out to your project manager or sales representative.

CONSEQUENTIAL DAMAGES

Buyer and seller mutually waive all claims against each other for loss of use, loss of profits or any other direct or indirect incidental or consequential damages caused by the goods, any defect in the goods, or any claims for breach of contract, tort, or other legal claim relating to or arising from the parties’ contract.

LIMITATION OF LIABILITY

In the event of any dispute between the parties about the goods or the performance of seller, seller’s maximum monetary liability to buyer, regardless of the legal theory claimed or the damage or loss asserted or incurred by buyer, shall be a refund of the amounts paid by buyer under the parties’ contract.

DELAYS, DAMAGE OR LOSS

Seller is not responsible for and shall not be liable for delays in shipment of delivery of goods, detention thereof, loss or damage thereto, regardless of the cause (including, but not limited to, work stoppages, riots, terrorism or force majeure). Factory shipping dates given in advance of actual shipment and dates that the goods may be ready for delivery are estimates and are not guarantees of such dates. Seller shall not be liable for a delay in manufacturing, completion, or delivery, regardless of cause (including, but not limited to, work stoppages, riots, terrorism or force majeure).

INDEMNITY

Seller does not represent that goods or its services conform to any particular laws or standards, unless specifically acknowledged in writing by an officer of Seller. Because Seller will not be training others on the proper use and maintenance of goods, seller is not responsible for the method or manner of goods use, and seller HAS NO CUSTODY OR CONTROL OVER THE GOODS ONCE DELIVERED, buyer unconditionally releases seller from any claims, damages, or legal fees that buyer may suffer, both directly and indirectly, based in whole or part, upon the manner of use of the goods. further, buyer will indemnify, defend, and hold seller harmless from any claims by third-parties arising from injury, property damages, economic loss, or other claims, that arise as a result of the manner of use or modification of the goods AND/OR SELLER’S CONDUCT UNDER THIS CONTRACT, except where such damages are directly attributable to SELLER’S gross negligence or willful misconduct. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR TO ANY THIRD-PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS CONTRACT, EXCEPT TO THE EXTENT SELLER IS DETERMINED TO BE ACTIVELY NEGLIGENT OR IS STRICTLY LIABLE.

CHANGES

Seller reserves the right to discontinue any item without notice and to make changes in design, materials, construction, and/or application that it believes to be in the best interests of the buyer and/or of seller.

PAYMENT TERMS

All amounts are payable in U.S. Dollars within thirty (30) days of the invoice date unless otherwise specified on the face of the quote or purchase order or invoice. Unpaid balances remaining after thirty (30) days shall accrue interest at the lesser rate of (a) 1.5% per month or (b) the highest rate permissible under applicable law. In the event of any action for non-payment, Buyer shall pay Seller’s reasonable legal fees and costs incurred. For credit card payments, a processing fee may apply.

GOVERNING LAW AND JURISDICTION

The laws of the State of Texas (excluding conflict-of-law principles) govern all matters arising out of or related to this contract and all transactions contemplated thereby. Any dispute arising from or relating to this contract shall be resolved in a court of competent jurisdiction in Harris County, Texas.

NON-WAIVER OF TERMS

The failure of Seller to enforce any of these Terms and Conditions of Sale shall not be deemed a waiver of any of Seller’s rights or privileges hereunder.

ASSIGNMENT

Buyer may not assign any of its rights or obligations under this contract without the express, written consent of Seller.

ENFORCEABILITY

Should any provision of this contract be deemed void or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining contract shall remain in full force and effect.

COMPLETE AGREEMENT

This document, together with the quote or purchase order, constitutes the complete and final agreement between the parties. Any prior understanding, agreements, or representations, whether oral or written, relating to the subject matter hereof, are hereby superseded.