TERMS AND CONDITIONS OF SALE

• Definitions. The following definitions apply to these Terms and Conditions of Sale and the Seller’s order confirmation for all goods or services sold by GreenChem Industries, LLC, and its successors and assigns (“Seller”) to the purchaser and its successors and permitted assigns (“Buyer”). Buyer cannot assign this Agreement without Seller’s written consent.
• Pricing. The price of the goods is as quoted by Seller, subject to adjustments due to changes in raw material costs, freight, taxes, exchange rates, or other related costs. Buyer agrees to pay the adjusted price. Seller reserves the right to correct errors in quotations or invoices. Prices are in U.S. currency.
• Taxes. Buyer must pay all applicable taxes and charges unless a valid tax exemption certificate is provided.
• Freight. Goods are shipped Ex Works (EXW) within the U.S. and Free Carrier (FCA) for international deliveries (Incoterms®). Shipment dates are approximate. Buyer is responsible for costs resulting from delays caused by Buyer.
• Payment. Payment terms are specified in the order confirmation. Payment methods accepted include check, wire transfer, or electronic transfer. Late payments are subject to finance charges. Seller may adjust terms if Buyer attempts to assign this Agreement or fails to pay.
• Warranty. Seller warrants that goods are free of liens and meet product specifications. No other warranties are provided. Buyer must ensure goods’ suitability and compliance with laws.
• Governing Law and Dispute Resolution. This Agreement is governed by Florida law, with disputes to be resolved in state or federal court in Palm Beach County, Florida.
• Force Majeure and Allocation. Seller is not liable for events beyond its control. If a force majeure event continues for over 30 days, Seller may terminate the Agreement. Seller may allocate inventory at its discretion if a shortage occurs.
• Indemnity. Buyer agrees to indemnify Seller against claims arising from handling, transportation, storage, use, or disposal of goods, or Buyer’s negligence, misrepresentation, or Agreement breach.
• Remedies. Buyer must inspect and report non-conforming goods within five days of delivery. Seller’s remedy for non-conforming goods is either a credit or replacement, subject to conditions.
• Export Control Compliance. Buyer is responsible for complying with U.S. export laws if goods are exported.
• Anti-Corruption Compliance. Buyer must comply with anti-corruption laws related to the goods’ import, export, and resale.
• Limitations. Any claims under this Agreement must be filed within one year of the alleged breach.
• Miscellaneous. No third-party rights are created. Seller may enforce this Agreement selectively. The parties are independent contractors. English is the controlling language. Notices should be sent to the email addresses in the order confirmation.
• Entire Agreement. This Agreement represents the complete understanding between Seller and Buyer, except for online purchases through Seller’s website, which are governed by separate terms. Seller can amend this Agreement unilaterally. No other documents or communications can modify this Agreement. All sections survive termination or expiration.

GreenChem Industries LLC

Document Version Date: September 5, 2023