TERMS AND CONDITIONS FOR THE SALE OF GOODS

  1. Applicability.  
    (a) These terms and conditions for the sale of goods (these “Terms”) are the only terms which govern the
    sale of the goods (“Goods”) by LTS CHICAGO ENTERPRISES, INC.‎‎‎‎, (“Seller”) to the undersigned buyer
    (“Buyer”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in
    existence covering the sale of the Goods covered hereby, the terms and conditions of said contract shall
    prevail to the extent they are inconsistent with these Terms.
    (b) The accompanying confirmation of sale (the “Sales Confirmation”) and these Terms (collectively, this
    “Agreement”) comprise the entire agreement between the parties, and supersede all prior or
    contemporaneous understandings, agreements, negotiations, representations and warranties, and
    communications, both written and oral. These Terms prevail over any of Buyer’s general terms and
    conditions of purchase regardless whether or when Buyer has submitted its purchase order or such
    terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions
    and does not serve to modify or amend these Terms.
  2. Price. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and
    charges of any kind imposed by any Governmental Authority (as defined below) on any amounts payable by
    Buyer. “Governmental Authority” means, any federal, state, local, or foreign government or political
    subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-
    regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the
    extent that the rules, regulations, or orders of such organization or authority have the force of law), or any
    arbitrator, court, or tribunal of competent jurisdiction. Buyer shall be responsible for all such charges, costs
    and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s
    income, revenues, gross receipts, personal or real property, or other assets. Prices are subject to change,
    and any clerical error may be corrected by Seller at any time after discovery.
  3. Payment Terms.
    (a) Buyer shall pay all invoiced amounts due to Seller on receipt of Seller’s invoice. Buyer shall make all
    payments by wire transfer, ACH, credit card, money order, or cashier’s check.
    (b) Buyer shall pay a twenty-five dollar ($25.00) fee for each check that is returned to the Seller.
    (c) Buyer shall pay interest on all late payments at the lesser of the rate of one percent (18%) per annum, or
    the highest rate permissible under applicable law, calculated daily and compounded monthly. Buyer shall
    reimburse Seller for all costs incurred in collecting any late payments, including, without limitation,
    attorneys’ fees. In addition to all other remedies available under these Terms or at law (which Seller does
    not waive by the exercise of any rights hereunder).
    (d) Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim
    or dispute with Seller, whether relating to Seller’s breach, bankruptcy or otherwise.
  4. Delivery and Shipping Terms.
    (a) Seller shall deliver goods to Buyer EXWORKS Seller’s facility or warehouse (“Delivery Point”). Buyer
    shall pay all delivery costs and charges or pay Seller’s standard shipping charges plus handling. Partial
    deliveries are permitted. Seller may deliver Goods in advance of the delivery schedule. Delivery times are
    approximate and are dependent upon prompt receipt by Seller of all information necessary to proceed
    with the work without interruption. If Goods delivered do not correspond in quantity, type or price to those
    itemized in the shipping invoice or documentation, Buyer shall so notify Seller within fourteen (14) days
    after receipt
    (b) Any damages, shortages over deliveries and duplicated orders should be reported to the Seller within
    fourteen (14) days of signed receipt to enable replacement or refund.
    (c) The quantity of any installment of Goods as recorded by Seller on dispatch from Seller’s place of
    business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide
    conclusive evidence proving the contrary. Seller shall not be liable for any non-delivery of Goods (even if caused by Seller’s negligence) unless Buyer gives written notice to Seller of the non-delivery within fourteen (14) days of the date when the Goods would in the ordinary course of events have been received. Any liability of Seller for non-delivery of the Goods shall be limited to delivering the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the actual quantity delivered.
  5. Title and Risk of Loss. Title and risk of loss passes to Buyer upon delivery of the Goods at the Delivery
    Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller
    a lien on and security interest in and to all of the right, title, and interest of Buyer in, to and under the Goods,
    wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all
    accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance
    proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money
    security interest under the Illinois Uniform Commercial Code.
  6. Inspection and Rejection of Nonconforming Goods.  
    (a) Buyer shall inspect the Goods within fourteen (14) days of receipt (“Inspection Period”). Buyer will be
    deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods (as
    defined below) during the Inspection Period and furnishes such written evidence or other documentation,
    along with the Return Merchandise Authorization (hereinafter “RMA”) number, as reasonably required by
    Seller. “Nonconforming Goods” means only the following Goods: (i) the Goods shipped are different
    than identified in the Sales Confirmation; or (ii) the Goods’ label or packaging incorrectly identifies its
    contents.
    (b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace
    such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such
    Nonconforming Goods, together with any reasonable shipping and handling expenses incurred by Buyer
    in connection therewith. Buyer shall ship through prepaid shipping, at its expense and risk of loss, the
    Nonconforming Goods to Seller’s facility located at [LOCATION]. Freight Collect and Collect on Delivery
    returns will not be accepted by Seller. If Seller exercises its option to replace Nonconforming Goods,
    Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense
    and risk of loss, the replaced Goods to the Delivery Point.
    (c) Buyer acknowledges that Buyer will clearly mark the RMA number on the outside of the box being
    shipped, and will enclose proof of purchase inside of the box being shipped, failure to do so may result in
    the return being refused.
    (d) Buyer acknowledges and agrees that the remedies set forth in Section 6(a) are Buyer’s exclusive
    remedies for the delivery of Nonconforming Goods. Except as provided under Section 6(b), all sales of
    Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under
    this Agreement to Seller.
  7. Restocking Fee. Buyer acknowledges that all returns that are approved by Seller in written agreement are
    subject to a restocking fee up to twenty-five percent (25%), unless the goods are proved to be Nonconforming
    Goods. All Goods must be received back to Seller within thirty (30) days of Buyer notifying Seller in
    accordance with Section 5. Seller reserves the right to refuse any good back as a return after thirty (30) days
    has passed from being notified.
  8. Limited Warranty.  
    (a) Seller warrants to Buyer that for a period of one (1) year from the date of shipment of the Goods
    (“Warranty Period”), that such Goods will conform to the Sellers published specifications as of the date
    of purchase and will be free from material defects in material and workmanship.
    (b) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 8(a), SELLER MAKES NO WARRANTY
    WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY (i) WARRANTY
    OF MERCHANTABILITY; (ii) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (iii)
    WARRANTY OF TITLE; OR (iv) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL
    PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF
    DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
    (c) The Seller shall not be liable for a breach of the warranties set forth in Section 8(a) unless: (i) Buyer gives
    written notice of the defective Goods or Services, as the case may be, reasonably described, to Sellerwithin fourteen (14) days of the time when Buyer discovers or ought to have discovered the defect; (ii) if applicable, Seller is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section 7(a) to examine such Goods and Buyer (if requested to do so by Seller) returns such Goods to Seller’s place of business at Seller’s cost for the examination to take place there; and (iii) Seller reasonably verifies Buyer’s claim that the Goods or Services are defective. (d) The Seller shall not be liable for a breach of the warranty set forth in Section 8(a) if: (i) Buyer makes any further use of such Goods after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods; or (iii) Buyer alters or repairs such Goods without the prior written consent of Seller. (e) Subject to Section 8(c) and Section 8(d) above, with respect to any such Goods during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller’s expense, return such Goods to Seller. (f) THE REMEDIES SET FORTH IN SECTION 8(e) SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN SECTION 8(a).
  9. Limitation of Liability. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY
    FOR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR
    FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE
    DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE),
    OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND
    WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
    NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL
    PURPOSE.
  10. Confidential Information. All non-public, confidential or proprietary information of Seller, including but not
    limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations,
    customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or
    disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated, or
    otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of
    performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in
    writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from
    Seller. Seller shall be entitled to injunctive relief for any violation of this Section. This Section does not apply
    to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully
    obtained by Buyer on a non-confidential basis from a third party.
  11. Compliance with Law. Buyer shall comply with all applicable laws, regulations, and ordinances. Buyer shall
    maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out
    its obligations under this Agreement. Buyer shall comply with all export and import laws of all countries
    involved in the sale of the Goods under this Agreement or any resale of the Goods by Buyer. Buyer assumes
    all responsibility for shipments of Goods requiring any government import clearance. Seller may terminate this
    Agreement if any governmental authority imposes antidumping or countervailing duties or any other duties or
    penalties on the Goods.
  12. Indemnification. Buyer shall indemnify, defend, and hold harmless Seller and its officers, directors,
    managers, shareholders, members, partners, employees, agents, affiliates, successors, and permitted
    assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies,
    claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever
    kind, including attorneys’ fees, fees and the costs of enforcing any right to indemnification under this
    Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party/awarded against
    Indemnified Party, arising out of or resulting from any claim of a third party or Seller arising out of or occurring
    in connection with the Goods purchased from Seller or Buyer’s negligence, willful misconduct, or breach of
    this Agreement. Buyer shall not enter into any settlement without Seller’s or Indemnified Party’s prior written
    consent.
  13. Termination. In addition to any remedies that may be provided in this Agreement, Seller may terminate this
    Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due
    under this Agreement; (b) has not otherwise performed or complied with any of the terms of this Agreement,
    in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy, or commences or has commenced
    against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of
    creditors.
  14. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in
    writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power or
    privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial
    exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or
    the exercise of any other right, remedy, power, or privilege.
  15. Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive,
    and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or
    remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement
    between the Parties, or otherwise. Notwithstanding the previous sentence, the Parties intend that Buyer’s
    rights under Section 4, Section 6, and Section 8 are Buyer’s exclusive remedies for the events specified
    therein.
  16. Force Majeure. Any delay or failure of Seller to perform its obligations under this Agreement will be excused
    to the extent that the delay or failure was caused directly by an event beyond such Seller’s control, without
    Seller’s fault or negligence and that by its nature could not have been foreseen by Seller or, if it could have
    been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots,
    wars, pandemics, acts of terrorism, strikes, labor stoppages or slowdowns or other industrial disturbances,
    and shortage of adequate power or transportation facilities).
  17. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement
    without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section
    is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.
  18. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing
    contained in this Agreement shall be construed as creating any agency, partnership, franchise, business
    opportunity, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the
    parties, and neither party shall have authority to contract for or bind the other party in any manner
    whatsoever. No relationship of exclusivity shall be construed from this Agreement.
  19. Governing Law. All matters arising out of or relating to this Agreement are governed by and construed in
    accordance with the internal laws of the State of Illinois without giving effect to any choice or conflict of law
    provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of
    the laws of any jurisdiction other than those of the State of Illinois.
  20. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to this Agreement
    shall be instituted in the federal courts of the United States of America or the courts of the State of Illinois in
    each case located in the County of Cook, and each party irrevocably submits to the exclusive jurisdiction of
    such courts in any such suit, action, or proceeding.
  21. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction,
    such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or
    invalidate or render unenforceable such term or provision in any other jurisdiction.
  22. Survival. Provisions of these Terms which by their nature should apply beyond their terms will remain in force
    after any termination or expiration of this Agreement including, but not limited to, the following provisions:
    Compliance with Laws, Governing Law, Confidential Information, Submission to Jurisdiction and Survival.
  23. Amendment and Modification. These Terms may only be amended or modified in a writing stating
    specifically that it amends these Terms and is signed by an authorized representative of each party.
  24. Entire Agreement. This Agreement, including and together with any related exhibits, schedules,
    attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the
    subject matter contained herein, and supersedes all prior and contemporaneous understandings,
    agreements, representations and warranties, both written and oral, regarding such subject matter.
  25. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder
    shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales
    Confirmation or to such other address that may be designated by the receiving party in writing. All notices
    shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid),
    facsimile (with confirmation of transmission), e-mail (together with another form of delivery specified herein),
    or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise
    provided in this Agreement, a notice is effective only (a) upon receipt of the receiving party, and (b) if the party
    giving the notice has complied with the requirements of this Section.