Terms and Conditions

SAVE ENERGY Industries, LLC., a limited liability company organized under the laws of Alabama (referenced throughout this document as “SAVE ENERGY” hereby extends this offer to the entity or individual identified as the purchaser (referenced throughout this document as “Buyer”) for the acquisition of goods and/or services enumerated below (collectively, the “Products”), along with any accompanying software whether pre-installed or separately provided (the “Software”), subject to all stipulations, provisions, and requirements set forth in this instrument. No alteration, amendment, or waiver of any provision contained herein, nor any modification of SAVE ENERGY’s rights or available remedies, shall be valid or enforceable unless expressly authorized through written consent executed by SAVE ENERGY. SAVE ENERGY’s provision of Products shall be governed exclusively by the provisions of this agreement, and no language appearing in Buyer’s purchase documentation, whether submitted before, concurrent with, or after the date hereof, including but not limited to oral communications or written correspondence purporting to alter, supplement, or supersede these terms with different or additional provisions, or suggesting that any conduct or forbearance by SAVE ENERGY constitutes acceptance of such modifications, shall have any force or effect whatsoever. SAVE ENERGY’s willingness to supply Products and/or Software is expressly contingent upon Buyer’s unconditional acceptance of and compliance with each and every term and condition articulated in this document.

1. ACCEPTANCE

Individuals representing SAVE ENERGY in a sales capacity lack authorization to vary, amend, or otherwise modify the provisions of this instrument. Buyer shall be conclusively deemed to have rendered unqualified acceptance of this agreement (the “Agreement”) and all provisions contained herein upon the first occurrence of any of the following events: (i) SAVE ENERGY’s receipt of this instrument bearing Buyer’s signature; (ii) Buyer’s remittance of any sums owed pursuant to this instrument; (iii) Buyer’s delivery to SAVE ENERGY of any materials to be supplied by Buyer; (iv) Buyer’s receipt of the Products; or (v) any other circumstance constituting acceptance under governing law. Written quotations shall expire and become null and void unless accepted within a period of forty-five (45) days from their date of issuance. Additional publications distributed by SAVE ENERGY serve informational purposes exclusively and do not constitute quotations or offers to sell.

2. PRICES

Buyer acknowledges and agrees that should Buyer subsequently alter the quantities designated for delivery from those specified herein, the unit pricing for such items or components may be adjusted to reflect SAVE ENERGY’s applicable pricing structure for the revised quantities. Pricing indicated in this document excludes all forms of taxation, excise assessments, duties, and levies whether currently in effect or subsequently enacted or imposed by any governmental entity upon the production, distribution, transfer, and/or utilization of any delivered items. All such governmental assessments shall constitute Buyer’s responsibility and SAVE ENERGY shall augment the stated price by the amount of such assessments unless Buyer provides appropriate exemption documentation relieving SAVE ENERGY of the obligation to remit or collect such assessments.

Unless SAVE ENERGY has provided written agreement to the contrary, all pricing is established on a Free on Board (FOB) basis at the manufacturing facility. Additional charges shall apply for factory preparation and packaging for transportation to the extent such requirements surpass SAVE ENERGY’s customary packaging procedures. Legal title to and risk of loss concerning all Products sold by SAVE   Buyer shall transfer to Buyer upon SAVE ENERGY’s delivery thereof to a common carrier for transportation to Buyer, subject to any security interest maintained by SAVE ENERGY.

3. PAYMENT TERMS

Payment provisions require approval by SAVE ENERGY’s credit department and shall consist of incremental progress-based payments. SAVE ENERGY maintains the unilateral right to alter or revoke credit terms at any time without advance notification. Invoices shall be generated at the time of shipment unless alternative arrangements have been specified, and all payments shall be rendered in the currency designated in SAVE ENERGY’s quotation and/or invoice. Interest shall accrue on delinquent accounts from Buyer to SAVE ENERGY at the rate of (i) one percent (1%) per month or (ii) the maximum rate permitted under applicable law, whichever yields the lesser amount.

When deliveries occur in multiple shipments, Products shall be invoiced upon each shipment, and each month’s invoices shall be treated as independent accounts with payment due accordingly. Payment obligations for Products remain in effect regardless of whether technical documentation and/or third-party certifications have been completed at the time of shipment. SAVE ENERGY shall be entitled to recover all reasonable legal fees and associated expenses incurred in the pursuit of collection of delinquent accounts. SAVE ENERGY reserves the right, where legitimate concerns arise regarding Buyer’s financial capacity, or in instances of non-payment for any Products or services, to suspend delivery or performance of any order or portion thereof without liability pending receipt of payment or acceptable security guaranteeing payment.

4. DELIVERY AND COMPLETION

When Products are designated for supply from existing inventory, such supply shall be contingent upon inventory availability at the delivery date. SAVE ENERGY may elect to make partial shipments at its discretion. Delivery dates provided are approximations only and shall not be construed as guarantees. SAVE ENERGYs hall bear no liability for damages resulting from failure to meet a projected delivery date, irrespective of delay duration. Should SAVE ENERGY’s performance be impeded by force majeure, defined as circumstances beyond SAVE ENERGY’s reasonable control, the deadline for SAVE ENERGY’s performance shall be extended by the duration of such delay, and Buyer shall have no entitlement to cancel any order based upon such delay.

In circumstances where Buyer cannot accept delivery of Products when tendered, SAVE ENERGY may, at its option, procure storage for the Products, and Buyer shall be responsible to SAVE ENERGY for reasonable storage costs incurred. This provision exists without prejudice to any additional rights SAVE ENERGY may possess concerning Buyer’s failure to accept delivery of Products, including the right to invoice Buyer for the Products. Buyer acknowledges that legal title to the Products shall transfer to Buyer upon invoicing notwithstanding Buyer’s inability to accept delivery, and that Buyer assumes complete risk of loss or damage to the Products from the date title transfers to Buyer.

Sale of equipment only: After a Buyer’s project submittal has been approved in writing by the local utility, and upon delivery of the same said equipment specified in the design’s specifications to the Buyer’s designated delivery site, the Buyer shall have 3 business days to inspect the materials listed on the final Purchase Order and report any deficiencies to SAVE ENERGY. After 3 business days have expired, the products will be deemed as accepted and complete by the Buyer.

Sale of equipment and installation: If the Project includes installation of said equipment the project shall be considered accepted and complete after passing a field inspection of the equipment and installation by the same local utility.

5. CANCELLATION

Orders submitted by Buyer and acknowledged by SAVE ENERGY may be canceled solely with SAVE ENERGY’s written authorization and shall result in cancellation charges assessed to Buyer. All documentation, technical drawings, and similar materials belonging to SAVE ENERGY shall be returned to SAVE ENERGY upon Buyer’s cancellation request. No orders may be canceled following shipment. As a stipulated estimate of actual damages, Buyer agrees to remit to SAVE ENERGY the greater of SAVE ENERGY’s actual expenditures incurred prior to cancellation plus reasonable profit margin, or the following minimum cancellation fees:

Cancellation Timing / Item Type   Minimum Fee

1) 30 or more days prior to original scheduled shipment  20% of Order Value

2) Less than 30 days prior to shipment  50% of Order Value

3) Non-standard items (Custom fabricated/Not in inventory)  100% of Order Value

Buyer shall verify the cancellation charge amount prior to effectuating cancellation of an order.

6. WARRANTY

a) Product: SAVE ENERGY provides assurance that its Products shall be free from deficiencies in craftsmanship and materials when subjected to normal operating use and maintenance for a duration of twelve (12) months for any electrical and/or electronic components and a duration of six (6) months for any mechanical equipment. Each warranty duration commences on the shipment date as set forth in Section 4 of these Terms and Conditions of Sale. Components subject to routine replacement due to operational wear are excluded from this warranty. This warranty becomes void in instances of transit damage, negligent use, misuse, abnormal operating conditions, accidents, improper installation, and/or inadequate maintenance. This warranty is additionally voided in cases where Product commissioning is performed by third-party service providers or other service entities not granted prior written approval by SAVE ENERGY. Regarding equipment supplied by SAVE ENERGY but manufactured by third parties, SAVE ENERGY makes no warranty of any kind, whether express or implied. Nevertheless, any written warranty provided by the manufacturer, if available, shall be assigned to Buyer where such assignment is reasonably feasible. SAVE ENERGY neither adopts nor guarantees nor represents that the manufacturer will honor the terms of such manufacturer’s warranty. SAVE ENERGY shall not reimburse Buyer for expenses incurred by Buyer in repairing or replacing defective products without SAVE ENERGY’s prior authorization.

7. DISCLAIMER OF WARRANTIES

SAVE ENERGY AND BUYER ACKNOWLEDGE AND AGREE THAT THE WARRANTIES ARTICULATED IN THE PRECEDING SECTION SUPERSEDE ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SAVE ENERGY HEREBY EXPRESSLY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED. ANY ORAL OR WRITTEN CHARACTERIZATION OF THE PRODUCTS SERVES SOLELY TO IDENTIFY THE PRODUCTS AND SHALL NOT BE INTERPRETED AS CONSTITUTING AN EXPRESS WARRANTY.

8. LIMITATION OF LIABILITY AND REMEDIES

SAVE ENERGY bears no liability for, and Buyer hereby relinquishes any right to pursue any cause of action it possesses or may possess against SAVE ENERGY for any consequential, punitive, or special damages arising from any violation of either (i) this Agreement (or any sales transactions conducted between Buyer and CENTRAL) or (ii) the aforementioned warranty. Buyer additionally waives any claims for damages to property or injury or death to persons arising from its acquisition or the utilization, operation, or maintenance of the Products. SAVE ENERGY shall not be liable for labor costs subcontracted or performed by Buyer for preparation of warranted items for return to SAVE ENERGY’s manufacturing facility or for preparatory work for field repair or replacement. Submission of invoices to SAVE ENERGY for labor either performed or subcontracted by Buyer shall not be recognized as a liability of SAVE ENERGY.

SAVE ENERGY’s obligations under the warranty and under this Agreement (or in connection with any sales transactions conducted between Buyer and CENTRAL) are expressly conditioned upon timely receipt of all payments in strict accordance with payment terms, with time being of the essence in this regard. During any period in which SAVE ENERGY has not received amounts that are overdue, SAVE ENERGY shall have no obligation under this Agreement or warranty; the warranty expiration date shall not be extended upon payment of overdue amounts.

NOT WITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED HEREIN, SAVE ENERGY’S AGGREGATE LIABILITY UNDER THE WARRANTY AND UNDER ANY SALES TRANSACTIONS CONDUCTED BETWEEN BUYER AND SAVE ENERGY(REGARDLESS OF THE LEGAL THEORY UPON WHICH ANY CLAIM IS BASED) SHALL BE CAPPED AT THE VALUE OF THE PRODUCTS OR SERVICES PURCHASED.

9. RETURN OF PRODUCTS

Upon SAVE ENERGY’s prior written authorization (and exclusively upon such written authorization), unused Products maintaining new condition and conforming to current manufacturing and catalog specifications may be returned by Buyer for credit, provided written request is submitted within one (1) year following the purchase date. Non-standard Products are ineligible for return credit. Requests for Product returns must include original purchase order number, invoice number, material description, and purchase date. Product returns do not relieve Buyer of payment obligations against SAVE ENERGY’s invoice, and any credit or refund permitted shall be issued following SAVE ENERGY’s receipt of the Products. Credit allowed on returned Products, if any, constitutes merchandise credit applicable exclusively against future acquisitions of SAVE ENERGY Products. The credit amount shall be determined solely at SAVE ENERGY’s discretion and may be calculated based upon the original price or a subsequently adjusted price; charges shall be assessed for cleaning, refinishing, and restocking. No rubber products may be returned for credit after six (6) months from shipment date

Deposits on non-standard or custom products are non-refundable after 5 business days. Refund requests within this 5 day period after order must be in writing and received by 11:59 PM on the 5th day from deposit submission.

10. TECHNICAL ASSISTANCE

UPON REQUEST, SAVE ENERGY SHALL FURNISH ENGINEERING OR TECHNICAL DATA CONCERNING ITS PRODUCTS AND, WHERE PRACTICABLE, SHALL SUPPLY PERSONNEL TO ASSIST BUYER IN ACCOMPLISHING FIELD INSTALLATION OR FIELD SERVICE. ANY SUCH DATA, SERVICE, GUIDANCE, OR ASSISTANCE SO FURNISHED, WHETHER PROVIDED WITH OR WITHOUT FEE, SHALL BE ADVISORY IN NATURE ONLY. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT SAVE ENERGYSHALL BEAR NO LIABILITY FOR ANY DAMAGE OR LOSS ARISING FROM, RESULTING FROM, OR CAUSED WHOLLY OR PARTIALLY BY SUCH DATA, SERVICE, GUIDANCE, OR ASSISTANCE PROVIDED.

11. CANCELLATION OR CHANGES

Buyer shall possess the right through written directive to implement changes in specifications or delivery schedules once established and memorialized in writing through documentation entitled “Project Change Order” that shall be acceptable to SAVE ENERGY as evidenced by the signature of one of its authorized personnel. Should such changes affect the sums owed under the purchase order or the timeframe required for performance, an equitable adjustment of pricing and/or performance timeframe shall be implemented; provided, however, that alterations, whether engineering-related or otherwise, affecting the functionality or performance characteristics of ordered Products shall not be implemented without SAVE ENERGY’s prior written consent.

Cancellations for the convenience of the Federal Government may be implemented and cancellation charges remitted as mandated by applicable Federal statutes or regulations. Should either Buyer or SAVE ENERGY be declared bankrupt or insolvent, or should a receiver be appointed for all or substantial portions of either party’s assets by a court of competent jurisdiction, or should there be filed in any such court and not dismissed within thirty (30) days any application or petition for adjudication of such insolvency or bankruptcy, or for appointment of such receiver, or involving the restructuring or extension, however characterized, of the obligations of Buyer or CENTRAL, or should either Buyer or SAVE ENERGY execute an assignment of all or substantial portions of its property for the benefit of its creditors, then upon occurrence of any such events, the non-affected party may cancel any order placed by Buyer with SAVE ENERGY immediately through written notice transmitted to the affected party by registered mail at its last known business address, or through personal service upon such party.

12. APPLICABLE LAW

Any provision which Buyer is mandated to incorporate in this order by virtue of any valid federal or state statute, or any valid rule or regulation promulgated thereunder, if specifically submitted in writing by Buyer to SAVE ENERGYbefore SAVE ENERGY’s acceptance of the order and if approved by SAVE ENERGY in writing, shall be deemed incorporated herein by reference when this order is accepted. Notwithstanding the above, this Agreement without regard to its conflicts of law provisions and any resulting Agreement shall be governed by and interpreted in accordance with the laws of the State of Alabama.

13. INTELLECTUAL PROPERTY

a) Confidentiality: Buyer shall maintain the confidentiality of SAVE ENERGY’s business, technical, and proprietary information (the “Confidential Information”), including pricing information, utilizing no less than the same protective measures as employed for its own confidential information.

b) Engineering Data: All engineering materials, design information, and engineering and manufacturing drawings utilized in the preparation and/or completion of this order (the “Engineering Data”) are and shall remain the exclusive property of SAVE ENERGY.

c) Software Intellectual Property: The Software is owned and copyrighted by SAVE ENERGY. No title to or ownership of the Software itself, or the patent, copyright, trade secret, or other proprietary rights associated therewith, is conveyed to Buyer.

d) Buyer IP: To the extent intellectual property supplied by Buyer is incorporated into the Products or Software, Buyer shall indemnify and hold harmless SAVE ENERGY from any and all claims asserted against SAVE ENERGY.

e) License Grant: Upon final and complete payment, SAVE ENERGY grants Buyer a nonexclusive, royalty-free, perpetual, non-sublicensable limited license to utilize the Software exclusively in conjunction with the operation of the Products.

f) Transfer of License: Buyer may transfer this license to another party exclusively in conjunction with transfer of the Products on which the Software is loaded.

g) Use Restrictions: Buyer shall not reverse engineer, disassemble, decompile, or otherwise translate the Software’s object code. Buyer shall not export the Products without appropriate licenses and SAVE ENERGY approval.

h) Maintenance and Support: Buyer may acquire from SAVE ENERGY annual Software maintenance and support services under SAVE ENERGY’s then-standard maintenance and support agreement.

14. SPECIFICATIONS

a) Should SAVE ENERGY’s model number appear herein, notwithstanding any correspondence from Buyer referencing contrary information, then exclusively SAVE ENERGY’s specifications and/or drawings for such model shall apply to the articles supplied under such order.

 b) Should only Buyer’s part number appear herein, notwithstanding any correspondence from Buyer confirming that number, then exclusively such specifications as have been mutually agreed upon in writing by Buyer and SAVE ENERGY prior to the date hereof shall apply.

15. PAYMENTS

Final Payment due at install or 30 Days after Sale Date. Interest on late payments will accrue at .875% per month (10.5% Annually)

16. DISPUTE RESOLUTION

ANY CONTROVERSY OR CLAIM ARISING FROM OR RELATING TO THIS AGREEMENT OR RELATING TO ANY SALES TRANSACTIONS CONDUCTED BETWEEN SAVE ENERGY AND BUYER SHALL BE RESOLVED BY LITIGATION IN THE STATE OR FEDERAL COURTS IN ALABAMA. IN CONNECTION WITH ANY DISPUTE ARISING UNDER OR IN CONNECTION WITH THIS TRANSACTION, SAVE ENERGY & BUYER EACH WAIVES ITS RIGHT TO A TRIAL BY JURY.