GENERAL TERMS AND CONDITIONS OF SALE

4Front Engineered Solutions, Inc. and its affiliated companies

Revision: October 2024

1. Entire Agreement; Acceptance. These General Terms and Conditions of Sale (the “Terms”) apply to any quotations made and orders accepted by 4Front Engineered Solutions, Inc. or any of its affiliates, including but not limited to IWS (the entity making the quotation or accepting the order, the “Seller”) for the sale of equipment, machinery, materials, goods, accessories, and parts and any related services (collectively, “Product”) by Seller. These Terms, along with other sales terms (if any) agreed to by Buyer and Seller in a written document signed by an authorized representative of Buyer and Seller (the “Sales Terms”), contain the entire and exclusive agreement between the parties regarding the sale of each Product and are collectively referred to herein as the “Contract”. If there is a conflict between the Terms and the Sales Terms, the Sales Terms shall govern and control over the Terms but only to the extent of such conflict. All terms and conditions contained in any prior or subsequent oral or written communication between Buyer and Seller (including, without limitation, terms and conditions contained in Buyer’s purchase order) which are different from or in addition to the terms set forth in the Contract are hereby expressly rejected and shall not be binding on either Buyer or Seller, and Seller hereby objects thereto. No addition to, or alteration or modification of, the Contract shall be valid unless made in a writing signed by an authorized representative of each party specifically referring to the Contract. Any action by Buyer in furtherance of a sale or purchase of Product shall constitute acceptance of the Contract.

2. Price; Payment; Taxes. The price for Product is the price in effect on the date of shipment, unless otherwise agreed to in writing by Buyer and Seller.

Payment for the full amount of each Seller invoice shall be net thirty (30) days and shall be addressed to Seller as indicated on such invoice, in United States currency. Buyer shall not be entitled to make any offset or deduction from any Seller invoice for any reason whatsoever. Acceptance by Seller of bank draft, check, or other media of payment is subject to immediate collection of the full-face amount thereof. Any full or partial payments received from or for Buyer’s account shall be applied against the amount owed by Buyer with full reservation of Seller’s rights and without accord or satisfaction of Buyer’s liability, regardless of writings, legends or notations on such checks or payments or of other writings, statements or documents accompanying to related to same.

Seller may charge interest on any amount not paid when due, calculated daily and compounded monthly at the lesser of the rate of 1.5% per month or the highest rate permissible under applicable law. If Buyer fails to pay any amount when due, Seller may suspend or cancel the delivery of any Product or stop delivery of or cancel the delivery of any Product. Buyer agrees to pay all costs and expenses, including reasonable attorneys’ fees, incurred by Seller in the collection of any sum payable by Buyer to Seller.

In addition to payment of the purchase price, Buyer shall be responsible for and pay any and all governmental taxes, charges, or duties of every kind whatsoever (excluding any tax based upon Seller’s net income or net worth) resulting from, arising out of, or relating to the manufacture, sale, shipment, delivery, installation or use of the Product sold under the Contract (“Tax”) and will indemnify and hold harmless Seller for same. All purchase orders should clearly reflect the Buyer’s tax responsibility and should include any tax exempt or resale certificate if the Buyer intends to deduct the tax amount included in the proposed transaction.

Buyer hereby grants Seller a security interest in and to Products and any additions or improvements to Products pursuant to the Uniform Commercial Code or other similar statute to secure payment due to Seller under the Contract. Buyer agrees to execute all additional documents that Seller deems necessary to perfect the security interest of Seller in Products, wherever located.

3. Specifications.If required by an accepted order, Seller will submit layout drawings which Buyer must check and field verify in writing with reasonable promptness. All weights, specifications and dimensions of proposed layout drawings are approximate and subject to changes during detailed engineering. Seller retains all intellectual property rights of every kind in (i) any drawings or specifications in any Sales Terms (including any modifications thereto requested by Buyer), (ii) all molds, dies, tools, special fixtures, jigs, patterns, plates and models used by Seller in manufacture, and (iii) all other documents, drawing rights, design rights, developed programs and other data provided or developed in the course of the Contract (“Seller Materials”). Buyer acknowledges that Seller Materials are confidential information of Seller and agrees that Buyer will not disclose, use or copy any such information to any third-parties (or permit any such disclosure, use or copying) except to the extent authorized by Seller in writing; provided that Seller will if required by Buyer grant Buyer a non-exclusive, non-assignable, royalty-free license to use Seller Materials solely to the extent required to use or maintain the Product. The confidentiality obligations of this section are in addition to, and not in derogation of, Buyer’s obligations of confidentiality under any other agreement with Seller or its affiliates, including any non-disclosure agreement, and in the event of a conflict the more restrictive term will apply.

3. Change Orders; Cancellation Requests.The parties may agree to make additions, deletions, or revisions in Product, but Seller shall not be obligated to make any such change without the formal execution of a written change order signed by Seller’s authorized representative, and consent to any such change may be withheld or conditioned in Seller’s sole discretion. If Seller commences work to implement a change order at Buyer’s request before such change order is completed in writing, Seller shall be entitled to fair compensation, including profit and appropriate extension to any delivery expectations.

Any cancellation request by Buyer regarding Product must be communicated via email to Seller’s customer service representative. Requests to cancel some or all Product ordered by Buyer will be considered as follows:

i. Product cancelled within 10 business days of Seller’s acceptance of Buyer’s Purchase Order that has not yet begun production can be cancelled without cost.

ii. Product cancelled after 10 business days from Seller’s acceptance of Buyer’s Purchase Order that has not yet begun production may be cancelled for a cancellation fee equal to 20% of the order value.

iii. Product cancelled after production has begun will carry a minimum 80% cancellation fee.

iv. Custom-designed Product may not be cancelled after Buyer’s acceptance of the design plans.

Seller retains the final determination of the point when production has begun for Product. If only a portion of the order is cancelled any cancellation fee will apply to the cancelled Product only. Seller reserves the right to modify or amend this cancellation policy at any time at its sole discretion.

4. Breach; Termination. If Buyer breaches any term of the Contract or any other contractual obligation in favor of Seller, then: (a) Seller may choose to defer any or all further shipments or other performance under the Contract and performance of any other contractual obligation in favor of Buyer until Buyer cures its breach; or (b) Seller may immediately terminate the Contract if Buyer fails to cure such breach within ten (10) days after receipt of written notice from Seller describing such breach. In the event of a termination, all outstanding payment obligations or other indebtedness of Buyer to Seller shall be due and payable no later than fifteen (15) days after delivery of notice of termination. Acceptance by Seller of less than the full amount due shall not be a waiver of any of Seller’s rights under the Contract or applicable law.

Notwithstanding any other provision in the Contract, Seller shall have no obligation to pay any rebate, issue any credit or make any other payment of any kind to Buyer unless Buyer is fully in compliance with its payment and other obligations under the Contract and any other contractual obligation in favor of Seller. In addition, if Buyer fails to make any payment when due, Seller shall have the right to offset any and all outstanding payment obligations or other indebtedness of Buyer to Seller against any outstanding payment obligations or other indebtedness that Seller or any of its affiliates may owe Buyer.

5. Force Majeure. Neither Seller nor Buyer shall be responsible for any delay or failure to make or deliver Product or take delivery of Product due to any cause or circumstance beyond its reasonable control (“Force Majeure”), including, without limitation, the following: (a) fire, storm, flood, strike, lockout, accident, act of war or terrorism, riot, civil commotion, embargo, (b) any regulation, law, order or restriction of any governmental department, commission, board, bureau, agency, court, or other similar government instrumentality (“Governmental Authority”), or (c) the inability of Seller to obtain any required raw material, product, energy source, equipment, labor, or transportation from Seller’s usual sources of supply, at prices and on terms Seller deems economical and commercially reasonable. Neither party is subject to any liability to the other for failing to perform during the period in which such Force Majeure exists. Without limiting the generality of the foregoing, under no circumstances shall Seller be obligated to purchase Product from a third party for delivery to Buyer in the event of a Force Majeure. Quantities so affected by Force Majeure may, at the option of either party, be eliminated from the Contract without liability, but the Contract shall remain otherwise unaffected. A party’s obligation to render timely payment shall not be excused by this provision.

6. Compliance with Laws; Indemnification. Buyer shall comply with all applicable laws, statutes, ordinances and regulations of any Governmental Authority (“Applicable Laws”) relating to or governing Buyer’s handling, storage, transportation, installation, use, treatment, or disposal of Product, including, but not limited to, following local building and fire codes and obtaining and paying for all necessary permits, licenses and fees. Seller assumes no liability for Buyer’s failure to comply with Buyer’s obligations arising under any Applicable Laws. Buyer warrants that it has used its own independent skill and expertise in connection with the selection and use of the Product and that it possesses the skill and expertise necessary to comply with all Applicable Laws relating to the processing, handling, storage, transportation, delivery, unloading, installation, discharge, treatment, operation, use or disposal of Product. Buyer shall defend, indemnify and hold harmless Seller from and against all claims, demands, actions, causes of action, suits, proceedings, damages, losses, liabilities, fines, penalties, judgments, costs, and expenses (including reasonable attorneys’ fees and expenses) resulting from, arising out of, or relating to Buyer’s (or others’) violation of any Applicable Laws.

Buyer agrees to indemnify, defend and hold harmless Seller, its affiliates, successors and assigns from and against any liabilities, claims, demands, damages, losses and expenses (including attorney fees): (a) arising from any act or omission of Buyer or its employees or agents or any party under Buyer’s direction or acting on behalf of Buyer, including with respect to installation or maintenance and personal injury or death to any person (including any Buyer employee) and damage to property, including Product, (b) arising from Buyer’s failure to comply with applicable law, or (c) by reason of any real or alleged infringement by Seller of third-party intellectual property or other rights in incorporating a design or modification requested by Buyer.

6. Limited Warranty. Seller provides limited warranties to the intended end business user of Products (the “End User”) solely to and for the End User’s benefit. Seller warrants that at the time of delivery that (a) Product is free and clear of all liens, encumbrances and security interests, and (b) Product complies with Seller’s published specifications or other specifications referenced in the Contract. Some Products may include a written warranty in the applicable Product manual (“Manual Warranty”). If there is a conflict between the Manual Warranty and the Contract, the Manual Warranty shall govern and control over the Contract but only to the extent of such conflict. If Buyer is purchasing Product for resale to an End User, no Manual Warranty is extended to Buyer, and any statutory warranties are excluded.

THE WARRANTIES SET FORTH IN THIS SECTION 6 ARE SELLER’S SOLE WARRANTIES WITH RESPECT TO PRODUCTS, AND SELLER MAKES NO OTHER WARRANTIES OR GUARANTEES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY.

No dealer, distributor, or sales representative has any authority to alter, amend or extend the limited warranty described in this Section 6. Seller makes no warranty to Buyer with respect to Products sold under the Contract that are manufactured by others, which Products will carry only their manufacturer’s warranty.

7. Delivery. Quoted lead times as well as all shipping and delivery dates quoted by Seller are subject to change at any time prior to Seller accepting an applicable order. Seller shall use reasonable efforts to meet performance dates in the Contract, but any such dates shall be estimates only. Seller will confirm delivery date prior to shipment. Any change by Buyer in delivery dates may result in storage fees if Product has been built or scheduled by the Seller and is scheduled or ready for shipment. For sales to distributor Buyers, if Product is shipped directly to the jobsite, unloading of Product is to be performed by Buyer (forklift or other comparable material handling equipment required), and, after unloading, Buyer is responsible for securing all equipment until installation is complete, and will be solely responsible for any damage to or loss of Product that may occur prior to its installation. For sales made directly by Seller to other Buyers, Product will be shipped directly to the jobsite, unloading of Product will be performed by or arranged by Seller, and, after unloading, Buyer will be responsible for securing all equipment until installation is complete, and will be solely responsible for any damage to or loss of Product that may occur prior to its installation.

Product may not be returned without the written consent of Seller’s authorized representative, which consent is within Seller’s sole discretion. If a return is authorized, such return will be subject to a restocking fee of up to 25% of the purchase price plus transportation charges.

8. Inspection; Product Claims. Buyer shall inspect the Product supplied hereunder immediately upon delivery. All claims by Buyer relating to any alleged non-conformities or other deficiencies in Product purchased under the Contract must be made by written notice to Seller in accordance with the provisions of this Section 8. For all claims for non-conforming or deficient Product purchased under the Contract, Buyer shall provide written notice to Seller of the existence and nature of such claim within thirty (30) days after the date of delivery of such Product. Buyer’s failure to given written notice of any claim within such thirty (30) day period shall constitute unqualified acceptance of such Product by Buyer and a complete waiver by Buyer of all claims of any kind related to the Product from such shipment. Any attempt to remedy or correct a claimed deficiency in Product by persons or entities not authorized by Seller to perform such corrective work or any continued use of such deficient Product shall void the warranty set forth in Section 6 and Buyer shall be deemed to have accepted the Product “AS IS” with no further obligation of Seller to Buyer. If requested by Seller, Buyer shall return the non-conforming Product to Seller strictly in accordance with Seller’s written instructions concerning shipping, handling, insurance, and other matters as to which Seller issues instructions. Failure to comply with these instructions shall invalidate any claim by Buyer for breach of warranty.

All claims for shortages of Product must be received by Seller in writing within ten (10) days after the delivery of such Product. Seller shall have a reasonable opportunity to inspect any shipment alleged by Buyer to contain a shortage. Buyer’s failure to give notice of any claim for shortage within such ten (10) day period shall constitute unqualified acceptance of such Product by Buyer and a complete waiver by Buyer of all claims with respect to any shortage of Product from such shipment. The parties agree to use commercially reasonable efforts to resolve any discrepancies regarding alleged shortages of any shipment of Product.

The period for providing written notice of any other claims shall be as set forth in Section 10.

As used in this Section 8 and elsewhere in this Contract, “claims” or “cause(s) of action” means all assertions of any legal, equitable, or admiralty claims, demands, actions, causes of action, suits, or proceedings (including but not limited to negligence or strict liability; other tort; express or implied warranty; contract; indemnity; contribution; or subrogation), and all damages, losses, liabilities, fines, penalties, judgments, costs, and expenses (including attorneys’ fees and expenses) resulting from, arising out of, or relating to the Contract, the Product purchased under the Contract, or the performance or nonperformance under the Contract by any party hereto.

9. Limitation of Liability and Remedies. IN NO EVENT SHALL SELLER, ITS SUBCONTRACTORS, DIRECTORS, EMPLOYEES OR AFFILIATES BE LIABLE TO BUYER OR END USER FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES, COST OF CAPITAL, COST OF SUBSTITUTE PRODUCTS, FACILITIES, SERVICES, LOSS OF DATA, OR DIMINUTION IN VALUE OF BUYER’S BUSINESS, ARISING OUT OF RELATING TO THE CONTRACT, INCLUDING AFTER THE EXPIRATION OR TERMINATION OF THE CONTRACT REGARDLESS OF (i) WHETHER THE DAMAGES WERE FORESEEABLE; (ii) WHETHER OR NOT SELLER WAS ADVISED OF THE POSSIBILITY OF THE DAMAGES; AND (iii) THE LEGAL OR EQUITABLE THEORY (CONTRACT, WARRANTY, TORT OR OTHERWISE) ON WHICH THE CLAIM IS BASED.

SELLER’S TOTAL LIABILITY AND BUYER’S EXCLUSIVE REMEDY FOR ANY CLAIM OR CAUSE OF ACTION ASSOCIATED WITH THE NON-CONFORMANCE OF ANY PRODUCT TO SPECIFICATIONS IS EXPRESSLY LIMITED TO REPLACEMENT OF NONCONFORMING PRODUCT OR REPAYMENT TO BUYER OF AN AMOUNT EQUAL TO THE AMOUNT PAID BY BUYER FOR THE SPECIFIC PRODUCT FOR WHICH DAMAGES ARE CLAIMED, AT SELLER’S OPTION.

ADDITIONALLY, IN NO EVENT SHALL SELLER’S LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNTS PAID OR ACCRUED BUT NOT YET PAID TO SELLER UNDER THE CONTRACT. THE FOREGOING LIMITATIONS APPLY EVEN IF BUYER'S REMEDIES HEREUNDER FAIL OF THEIR ESSENTIAL PURPOSE. NOTHING HEREIN OR ELSEWHERE IN THE CONTRACT EXCLUDES OR LIMITS THE LIABILITY OF EITHER PARTY WHERE THAT EXCLUSION OR LIMITATION IS PROHIBITED BY LAW.

10. Limitation of Action. EXCEPT AS OTHERWISE SET FORTH IN SECTION 8 HEREOF, UNLESS PROHIBITED BY LAW BUYER’S FAILURE TO COMMENCE ANY CAUSE OF ACTION RELATED TO THE PRODUCT OR OTHERWISE ARISING UNDER THE CONTRACT WITHIN ONE (1) YEAR AFTER THE DATE OF DELIVERY SHALL CONSTITUTE A COMPLETE WAIVER BY BUYER OF ANY SUCH CAUSE OF ACTION AND SHALL FOREVER BAR ALL RIGHTS OF BUYER TO COMMENCE ANY CAUSE OF ACTION WITH RESPECT THERETO. BUYER EXPRESSLY WAIVES ANY OTHERWISE APPLICABLE STATUTE OF LIMITATIONS RELATING TO ANY CAUSE OF ACTION UNDER THE CONTRACT.

11. Allocation. If Seller is unable, for any reason, to supply the quantities of Product contemplated by the Contract, Seller may allocate its available supply of Product among its customers, itself, and its affiliates on such basis as Seller deems fair and reasonable.

12. Credit. If at any time the financial responsibility of Buyer, or the credit risk involved, shall become unsatisfactory to Seller, Seller may require cash or satisfactory security prior to subsequent shipments or deliveries of Product under the Contract. The election by Seller to require such cash or security shall not affect the obligation of Buyer to take and pay for the quantity of Product set forth in the Contract.

13. Title; Risk of Loss. Unless otherwise expressly provided in the Sales Terms, risk of loss of Product shall transfer to Buyer upon Seller’s delivery of such Product to the shipping point. In addition, unless otherwise expressly provided in the Sales Terms, title to Product shall transfer to Buyer simultaneously with risk of loss.

14. Assignment; Survival. Buyer shall not assign all or any portion of the Contract without Seller’s prior written consent. Seller may assign or delegate its rights and/or obligations hereunder without consent. The Contract shall bind and inure to the benefit of the successors and permitted assigns of the respective parties. In order that the parties may fully exercise their rights and perform their obligations arising under the Contract, any provisions of the Contract that are required to ensure such exercise or performance (including any obligation accrued as of the termination date) shall survive the termination of the Contract. All limitations of Buyer’s remedies and Seller’s liabilities shall survive the expiration, termination or cancellation of the Contract.

15. Governing Law; Miscellaneous. The Contract shall be governed by the laws of the State of Texas, USA, excluding its conflict of laws principles. The parties agree, consent and waive contest to the exclusive jurisdiction and venue of the federal or state courts of Texas for all disputes arising out of or relating to this Contract. The United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, shall not apply to the Contract. Failure of either party to exercise any right it has under the Contract on one occasion shall not operate or be construed as a waiver by such party of its right to exercise the same right on another occasion or any other rights it has. Any waiver must be in a writing signed by the waiving party. If any provision of the Contract shall be adjudicated to be invalid or unenforceable, it is the parties’ intent that the remaining provisions of the Contract will remain in full force and effect, and the affected provision or portion thereof will be deemed modified so that it is enforceable to the maximum extent permissible to reflect as closely as possible the intentions of the parties as evidenced from the provisions of the Contract.

16. Trade Compliance. Buyer confirms that it will act in compliance with Economic Sanctions and Export Control Laws, and that neither Buyer nor, so far as Buyer is aware, any agents or other persons acting on behalf of any of Buyer is, or has been, listed on any US, EU, UN or UK sanction list.

Buyer shall not sell, export or re-export, Product, directly or indirectly, to Russia, Belarus, Iran, North Korea, Syria or occupied parts of Ukraine. Buyer shall use its best efforts to ensure that the purpose of this Trade Compliance provision is not violated by any third parties further down the commercial chain.

Any violation by Buyer of this provision constitutes a material breach of an essential element of this agreement, and Seller shall be entitled to appropriate remedies, including, but not limited to: (i) termination of this agreement; and (ii) indemnification of Seller and its affiliated companies and employees.

17. Where called for by the nature of the transaction, these Terms incorporate by reference the terms and conditions of the Master Subscription Agreement available at https://4sightsolution.com/resources/legal-4sight-connect-master-subscription-agreement as well as the policies and agreements set forth in the “Legal” section of the Resource Center found at https://4sightsolution.com/resource-center/ (or, in each case, any successor links thereto). Buyer’s acceptance of these Terms (as described in Section 1) constitutes Buyer’s acceptance of the terms of the Master Subscription Agreement notwithstanding any separate requirements for consent or acceptance set forth in the Master Subscription Agreement.