UNITECH INDUSTRIES, INC.

TERMS AND CONDITIONS OF SALE AND PROCESSING SERVICES

1. LIMITED WARRANTY

UNITECH INDUSTRIES, INC. ("Company") warrants only that its processing and finishing services will conform to the written specifications provided by Customer and accepted by Company and will be performed in a workmanlike manner consistent with generally accepted industry standards.

If Customer specifies methods, procedures, materials, designs, drawings, tolerances, or specifications, Company assumes no responsibility for the adequacy, suitability, or results of such specifications. Customer is solely responsible for the design, manufacture, performance, and suitability of its products and materials.

In the absence of complete disclosure by Customer regarding the composition, condition, and intended use of materials submitted for processing, Company assumes no liability for resulting defects, failures, damages, or losses.

2. LIMITATION OF LIABILITY

COMPANY'S TOTAL LIABILITY ARISING FROM ANY CLAIM, WHETHER IN CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL BE LIMITED TO THE LESSER OF:

1. THE DIRECT LABOR AND MATERIAL VALUE OF THE AFFECTED PRODUCTS; OR
2. TWO (2) TIMES THE AMOUNT CHARGED BY COMPANY FOR PROCESSING THE AFFECTED PRODUCTS.

IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, PRODUCTION DOWNTIME, LOSS OF GOODWILL, PRODUCT RECALL COSTS, OR THIRD-PARTY CLAIMS.

CUSTOMER ACKNOWLEDGES THAT COMPANY'S PRICING IS BASED UPON THESE LIMITATIONS OF LIABILITY AND AGREES THAT SUCH LIMITATIONS ARE FAIR AND REASONABLE.

3. CLAIMS FOR SHORTAGES, DEFECTS, OR NONCONFORMING WORK

All claims for shortages, defects, damage, or nonconforming work must be submitted in writing within ten (10) business days after delivery or discovery of the alleged defect, whichever occurs first, but in no event later than thirty (30) days after delivery.

Failure to provide timely written notice shall constitute acceptance of the work and waiver of all claims.

Company shall not be responsible for weight counts, piece counts, inventory verification, or inspection services for materials supplied by Customer or third parties.

No claim shall be considered unless Customer permits Company to inspect the affected materials and provides all information reasonably requested by Company.

A process fallout, shrinkage, or reject rate of up to two percent (2%) shall be deemed acceptable and shall not constitute a defect unless otherwise agreed in writing.

4. REWORK OF DEFECTIVE PROCESSING

Materials determined by Company to have been improperly processed shall be refinished at no additional charge provided that:

1. Written notice is received within the period specified in Section 3;
2. Company is given a reasonable opportunity to inspect the materials before return;
3. The materials remain in substantially the same condition as when delivered; and
4. The materials have not been assembled, installed, altered, modified, processed, or otherwise used.

Any assembly, installation, processing, or modification of allegedly defective materials shall constitute acceptance of the work and waiver of any claim against Company.

5. PAYMENT TERMS

Payment terms are Net Thirty (30) Days from the invoice date unless otherwise agreed in writing.

6. MATERIAL CONDITIONS BEYOND COMPANY'S CONTROL

Customer acknowledges that plating, coating, and finishing results may be affected by material composition, contamination, porosity, hidden defects, metallurgical characteristics, fabrication methods, manufacturing defects, or other conditions beyond Company's control.

Company shall not be responsible for defects, failures, rejects, or unsatisfactory results resulting from such conditions.

Claims shall not be allowed for defects associated with castings, powdered metals, sintered metals, fabricated assemblies, laminations, overlapping surfaces, inserts, weldments, or similar materials and constructions that inherently increase processing risk.

A minimum fallout allowance of two percent (2%) shall apply to such materials.

7. TRANSPORTATION RISK

Company assumes no responsibility for loss or damage occurring during transportation to or from Company's facility, regardless of whether transportation is performed by Company, Customer, or a third party.

8. PREVIOUSLY PROCESSED MATERIALS

Company assumes no responsibility for defects or failures resulting from previous plating, coating, finishing, processing, repair, or treatment performed by others.

9. PROPERTY LOSS

Company is not an insurer of Customer's property.

Except to the extent caused by Company's gross negligence or willful misconduct, as determined by a court of competent jurisdiction, Company shall not be liable for loss or damage caused by fire, theft, vandalism, explosion, flood, natural disaster, accident, power interruption, or other events beyond Company's reasonable control.

10. QUOTATIONS

All quotations remain valid for ninety (90) days from issuance unless otherwise stated in writing. Thereafter, prices, delivery schedules, and terms are subject to change without notice.

11. FORCE MAJEURE

Company shall not be liable for delays or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, pandemics, labor disputes, shortages of labor or materials, transportation disruptions, governmental actions, utility failures, cyberattacks, war, terrorism, civil unrest, or similar events.

12. EXPERIMENTAL OR DEVELOPMENTAL WORK

Charges for prototype, developmental, experimental, or special processing shall be payable regardless of the success, performance, or usefulness of the results.

13. DELIVERY

Delivery dates are estimates only.

Deliveries made within ten (10) days of the estimated delivery date shall be deemed timely.

Company may make partial or installment deliveries, and Customer shall pay for each delivery according to the applicable invoice.

14. TOOLING, RACKS, AND FIXTURES

All tooling, racks, fixtures, masks, jigs, and other equipment designed or fabricated by Company shall remain the sole property of Company unless otherwise agreed in writing.

15. ORDER CANCELLATION

In the event of cancellation by Customer, Customer shall reimburse Company for all completed work, work in process, raw materials, engineering costs, tooling costs, and lost profits attributable to the cancelled order.

16. LIEN RIGHTS

Company shall have a continuing lien on all Customer property in its possession for all amounts owed by Customer, whether or not such amounts are due.

17. PACKAGING

Customer's containers may be used for reshipment. Any damage resulting from the condition or suitability of Customer-supplied packaging shall be at Customer's risk.

Special packaging requested by Customer shall be provided at Customer's expense.

18. LATE PAYMENTS

Invoices not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less.

19. GOVERNING LAW AND VENUE

These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to conflict-of-law principles.

Any action arising out of or relating to these Terms and Conditions shall be brought exclusively in the state or federal courts located in Cook County, Illinois, and the parties consent to the jurisdiction of such courts.

20. ENTIRE AGREEMENT

These Terms and Conditions constitute the entire agreement between the parties and supersede all prior discussions, negotiations, representations, and understandings.

No modification shall be effective unless in writing and signed by an authorized representative of Company.

21. CUSTOMER-SUPPLIED EQUIPMENT

Company shall not be responsible for the calibration, certification, maintenance, recall, operation, or accuracy of Customer-supplied testing, measuring, or inspection equipment.

22. COLLECTION COSTS

Customer shall reimburse Company for all reasonable attorneys' fees, court costs, collection agency fees, expert witness fees, and other expenses incurred by Company in collecting unpaid amounts or enforcing these Terms and Conditions.

23. DISCLAIMER OF WARRANTIES

EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 1, COMPANY MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION OF THE SERVICES EXPRESSLY PROVIDED HEREIN.

CUSTOMER'S SOLE AND EXCLUSIVE REMEDY SHALL BE THE REMEDIES SET FORTH IN SECTIONS 2 AND 4 OF THESE TERMS AND CONDITIONS.

24. ADDITIONAL PROCESSING CHARGES

Additional charges may apply for descaling, rust removal, sandblasting, stripping, masking, cleaning, repair, sorting, or other special preparation work not specifically included in Company's quotation.

Company reserves the right to reject work or impose additional charges where the condition of the material differs from that reasonably anticipated.

25. CONFIDENTIALITY OF CREDIT INFORMATION

Company shall not disclose Customer credit information except as required by law or upon Customer's written authorization.

26. HAZARDOUS MATERIALS DISCLOSURE

Customer shall disclose in writing any hazardous, toxic, corrosive, radioactive, explosive, biohazardous, regulated, or otherwise dangerous substances associated with materials submitted for processing and shall provide all applicable Safety Data Sheets (SDS).

Customer shall indemnify and hold Company harmless from any claim, liability, fine, penalty, cleanup cost, loss, or expense arising from Customer's failure to provide such disclosure.

27. CUSTOMER INDEMNIFICATION

Customer shall defend, indemnify, and hold harmless Company, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, penalties, costs, and expenses, including reasonable attorneys' fees, arising from:

1. Customer's products;
2. Customer's specifications, drawings, instructions, or requirements;
3. Customer's breach of these Terms and Conditions; or
4. Claims by third parties relating to Customer's products or materials;

except to the extent such claim is determined by a court of competent jurisdiction to have been caused solely by Company's gross negligence or willful misconduct.

28. CUSTOMER ACKNOWLEDGMENT

CUSTOMER ACKNOWLEDGES THAT IT HAS READ AND AGREES TO THESE TERMS AND CONDITIONS, INCLUDING THE LIMITATIONS OF LIABILITY, WARRANTY DISCLAIMERS, AND INDEMNIFICATION PROVISIONS CONTAINED HEREIN.