General: The terms and conditions of sale hereinafter set forth ("Terms") are expressly made part of the quotation and/or acknowledgment of Elithion LLC ("Seller"). These Terms apply to all sales made by Seller except to the extent the Terms conflict with a Sales Agreement signed by Seller and Purchaser. These Terms apply in lieu of any course of dealing between the parties or usage of trade in the industry. These Terms may in some instances conflict with some of the terms and conditions affixed to the purchase order or other procurement document issued by the Purchaser. In such case, the Terms contained herein shall govern, and acceptance of Purchaser's order is conditioned upon Purchaser's acceptance of the Terms herein, irrespective of whether the Purchaser accepts these conditions by a written acknowledgment, by implication, or acceptance and payment of products ordered hereunder. Seller's failure to object to provisions contained in any communication from Purchaser shall not be deemed a waiver of the provisions herein. Any changes in the Terms contained herein must specifically be agreed to in writing signed by an officer of Seller before becoming binding on either party.

Orders: All online quotes are subject to final approval in writing by Seller. All products and services are subject to availability and may be withdrawn at any time. If Seller does not supply any goods for any reason Purchaser will not be charged and Seller will refund any money already paid for them. Seller will not be responsible for compensating Purchaser for any losses that may be suffered if Seller does not supply the goods.

Payment: Unless otherwise specified in writing by Seller, the following terms of payment apply. Domestic terms of payment are net cash, with prepayment via check, approved credit card, bank wire transfer, or approved letter of credit for orders over $10,000. International terms of payment net cash in U.S. dollars or Euros, with prepayment via approved credit card, bank wire transfer or approved letter of credit for orders over $10,000. In the event that any matter is referred for collection, Purchaser will pay any and all costs of collection, including attorneys' fees. The Seller reserves the right to cancel or defer any order or any part thereof, whenever, in Seller's sole opinion, the Purchaser's financial condition or other circumstances do not warrant shipment on the terms originally specified in the contract. All rights of the Seller hereunder are cumulative and are in addition to any and all rights and remedies afforded by the Uniform Commercial Code in effect in the State of Colorado.

Shipment: All prices are net F.O.B. Seller's facility or other point of shipment unless otherwise expressly agreed upon by the Seller. Method and route of shipment are at Seller's discretion. Price includes ground shipping in the contiguous U.S. and Canada. International shipments are at Purchaser's expense.

Identification, Title, And Risk of Loss: Title and risk of loss shall pass to the Purchaser when the products are placed in the hands of the carrier for shipment.

Loss from Delay: Shipping dates are estimated only and are based on conditions at time of quotation. Unless otherwise agreed in writing by Seller, delivery time is not of the essence. Seller does not accept liability for any loss arising from delay in delivery of products.

Storage: In the event that shipment of the goods is unreasonably delayed because of Purchaser's unwillingness or inability to accept delivery or because of Purchaser's request to witness any test, Seller will store the goods and charge Purchaser for the cost of storage, insurance, maintenance of the goods, and other incidental costs.

Taxes, Duties and Licenses: All prices are exclusive of applicable federal, state or local taxes, export duties, or like taxes and duties, unless otherwise expressly provided. Seller shall have no obligation to secure any export license or permit for its products.

Services: All prices are exclusive of services. The charge for such services may be negotiated and included in the price or purchased on a separate purchase order at existing rates.

Installation and Use: Purchaser shall install and use the Products in accordance with instructions provided by Seller. Sale is conditional on proof of Purchaser's technical qualification to use the Products and proof that Purchaser's equipment will obey the battery management system's commands). Seller will not be responsible for any damage arising out of improper or unauthorized installation, negligence, neglect, abuse, misuse, or improper maintenance by Purchaser and any such acts will invalidate the warranty.

Returns: No goods may be returned without the prior written consent of the Seller. In the event returns are authorized by the Seller, Seller will issue a Return Material Authorization Number (RMA). Goods returned without such RMA, or with freight due will be refused.

Changes and Revisions: Seller reserves the right to make revisions and changes in its goods and assumes no obligation to incorporate these changes in earlier models. The terms and conditions contained herein and the prices contained in Seller's price sheets and quotations are subject to change without notice.

Limited Warranty: Seller warrants all of its products to be free from defects in material and workmanship under normal use and service for a period of one (1) year from the date of shipment. Seller's sole obligation under this warranty shall be limited either to replace or repair defective products or to refund the purchase price, at Seller's option, after inspection at Seller's facility verifies the claim. THERE ARE NO OTHER WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THIS LIMITED WARRANTY, AND TO THE FULL EXTENT PERMITTED BY LAW, ANY AND ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM ANY COURSE OF DEALING OR USAGE OR TRADE, ARE HEREBY EXPRESSLY DISCLAIMED AND EXCLUDED, AS WELL AS ALL OTHER OBLIGATIONS OR LIABILITIES OF SELLER.

Reverse Engineering: As a condition of sale, Purchaser agrees not to copy, reverse engineer, produce or manufacture, or to cause or enable others to copy, reverse engineer, produce or manufacture any item containing intellectual property rights or confidential information of Seller.

Force Majeure: Seller is not liable for loss, damage, detention, or delay due to causes beyond its reasonable control such as acts of God, acts of Purchaser, acts of civil or military authority, priorities, fires, strikes, floods, epidemics, quarantine restrictions, war, riot, delays in transportation, government restrictions or embargoes, or difficulties in obtaining necessary labor, materials, and manufacturing facilities due to such causes.

Limitation of Liability: PURCHASER AGREES THAT SELLER SHALL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES OR PROFIT, PROPERTY DAMAGE OR LOSS OF GOODWILL, EVEN IF SELLER SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE, ARISING OUT OF OR RESULTING FROM THE SALE, INSTALLATION OR USE OF ANY SELLER PRODUCT OR SERVICE OR FOR ANY OTHER REASON. SELLER'S total cumulative liability in connection with any occurrence or series of occurrences, whether in contract or tort or otherwise, will not exceed the contractual value of the GOODS or services that are the subject of the contract.

Governing Law; Venue: All contracts for the purchase of Seller's products are deemed to be made at Seller's offices in Boulder, Colorado, and deemed Colorado contracts, and shall be governed by the laws of the State of Colorado in effect on the date of the contract. The parties agree and consent that the appropriate jurisdiction and venue for any legal action based on this Contract shall be in the County of Boulder, State of Colorado.

Export regulations: Purchaser agrees to comply fully with all laws and regulations concerning the purchase and sale of goods. In particular, Purchaser agrees to comply with the Export Administration Regulations of the United States in so far as they apply to the sale of goods. All goods must be delivered to the ultimate destination as shown on the shipment/invoice address and any contrary diversion is prohibited.