TERMS AND CONDITIONS

a. These Terms and Conditions ("Terms") apply to the purchase of conveyor products and designed equipment (the "Products") by the purchaser ("Customer") from Baling Wire Direct ("Baling"). "Customer" shall include Customer's owners, members, employees, contractors, agents and guests. These Terms and Conditions and any Purchase Order, Packing Slip or other document issued to Customer with respect to any purchase from Baling are collectively referred to as the "Agreement"). Customer accepts these Terms by signing and returning Baling's quotation, by sending or accepting a purchase order in response to the quotation, by submitting an order online to Baling or by Customer's instructions to Baling to ship the Product. Customer is hereby notified of Baling's express rejection of any terms inconsistent with the Agreement or to any other terms proposed by Customer in accepting the Agreement. Neither Baling's subsequent lack of objection to any terms, nor the delivery of the products or services, shall constitute an agreement by Baling to any terms other than those set forth in the Agreement. Cancellation or modifications of all or part of any order are subject to Baling's prior written consent in each instance.

b. Purchase Through a Dealer: Notwithstanding the foregoing, in the event the Products are being purchased through a third party Baling-authorized dealer ("Dealer") then the Agreement shall be deemed to be entered into by and between the Customer and the Dealer only and, except for this Section 1.b., all references to "Baling" herein shall be replaced and superseded by "Dealer." If Customer has purchased the Products through Dealer, Customer understands and acknowledges that Baling is designing the Products with the understanding that the Dealer and Customer have the appropriate licenses, training and experience and insurance necessary to safely and legally perform installation and any related customer service. Baling, shall not be liable and Customer agrees to hold harmless Baling against any and all damages, costs, expenses and claims related in any way to any property damage, injury, or death related to users and/or installers, of Baling's Products, or any other third party, at any time. In addition to this Agreement, Customer may be required to review and sign additional documentation of the sale from Dealer.

a. Purchase Price. Prices in any quotation or Purchase Order from Baling are subject to change upon notice sent to Customer at any time before a written Purchase Order or online order (each a "Purchase Order") has been accepted. Prices for Products covered by this Agreement may be adjusted by Baling, upon notice to Customer at any time prior to shipment, to reflect any increase in Baling's cost of raw materials incurred by Baling after issuance of the applicable Purchase Order.

b. Freight. Freight charges will be included as a budgeted line item in any Purchase Order. Freight charges added to the Invoice may include an amount greater than the freight charges paid to the carrier for handling and administrative expenses, and are not subject to discounts. If the cost of freight increases between the time Customer has accepted the Purchase Order and the shipping date, Customer shall be responsible for the increase of such costs, which will be added as an overage to the Purchase Order. In the alternative, in the event of a freight increase, Customer may request in writing a credit for the original budgeted freight costs, and Customer shall be responsible for scheduling its own freight.

c. Taxes. All stated prices are exclusive of any taxes (including but not limited to sales or use taxes), fees, duties, and levies, however designated or imposed, including but not limited to value-added and withholding taxes that are levied or based upon the amounts paid under this Agreement (collectively, "Taxes"). Any Taxes related to the Products purchased pursuant to this Agreement are the responsibility of Customer and will be billed on each order unless Customer represents by checking the appropriate box on Baling's website that it is tax exempt and uploads an exemption certificate acceptable to Baling and the applicable taxing authorities. If any exemption certificate presented by Customer is held to be invalid, Customer will be charged all applicable taxes or, if Customer has already made with respect to the order, then Customer will pay Baling the amount of the Tax and any penalties and interest related thereto.

a. Baling will deliver the Products within a reasonable time after receiving Customer's purchase order, subject to availability. The delivery date provided by Baling for the Products is only an estimate and is reliant upon prompt receipt of all necessary information from Customer. If Customer causes Baling to delay shipment or completion of the Products, Baling will be entitled to any and all extra costs and expenses resulting from the delay. Baling will not be liable for any delays, loss, damage in transit, or failure to deliver within the time estimated and the same will not be a material breach of the Agreement on Baling's part.

b. Unless otherwise agreed in writing by the parties, Baling will deliver the Products FOB from the location of the Products (the "Delivery Location"), using Baling's standard methods for packaging and shipping. Risk of loss or damage of the Products will transfer to the Customer as each shipment is placed in the hands of the carrier at the Delivery Location. If the carrier is unable to deliver the Products to the Customer's specified location because Customer has failed to provide appropriate instructions, documents, licenses, or authorizations, then: (i) risk of loss to the Products will be he deemed to have passed to Customer; (ii) the Products will be deemed to have been delivered to Customer; and (iii) Baling, at its option, may store the Products until Customer takes possession of them, at which time Customer will be liable for all costs and expenses resulting from the failure of delivery (including but not limited to the cost of storage and insurance). Title passes to Customer upon Customer's payment in full for the Products.

a. As used in this Agreement, the term "Non-Conforming Products" means only items shipped that are different from those identified in Customer's Purchase Order. Customer will inspect the Products within five (5) days following receipt thereof (the "Inspection Period"). The Products will be deemed accepted at the end of the Inspection Period unless Customer notifies Baling in writing of any Nonconforming Products and furnishes Baling with written evidence or other documentation reasonably required by Baling

b. If Customer timely and properly notifies Baling of any Nonconforming Products, then Baling will, in its sole discretion: (i) replace the Nonconforming Products with conforming Products; or (ii) credit or refund the purchase price for the Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Customer related thereto. At Baling's request, Customer will dispose of the Nonconforming Products or return the Nonconforming Products to Baling at Baling's expense. Upon receipt of the Nonconforming Products, Baling will promptly refund the monies owed or ship the replacement Products to the Delivery Location at Baling's expense, with Baling retaining the risk of loss until delivery. Customer acknowledges and agrees that the remedies set forth in this Section 8 are Customer's sole exclusive remedies for the delivery of Nonconforming Products, and except as set forth in this Section 9, Customer has no right to return the Products to Baling without Baling's written authorization.

c. The above described procedures and remedies do not modify those procedures and remedies set forth in the Limited Warranty, which in the event of conflict, shall control.

a. THE REMEDIES SET FORTH IN THE AGREEMENT ARE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY FAILURE OF BALING TO COMPLY WITH ITS OBLIGATIONS UNDER THE AGREEMENT. BALING MAKES NO OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND BALING DISCLAIMS ALL OTHER WARRANTIES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL BALING BE LIABLE FOR INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE OR UNDER-UTILIZATION OF LABOR OR FACILITIES, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF BALING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR TRANSPORTATION OR OTHER EXPENSES THAT MAY ARISE IN CONNECTION WITH SUCH PRODUCTS.

b. EXCEPT FOR DEATH OR BODILY INJURY RESULTING FROM BALING'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, BALING'S TOTAL LIABILITY FOR ALL CLAIMS ARISING OUT OF, OR RELATING TO, THE PRODUCTS OR THIS AGREEMENT WILL BE LIMITED TO GENERAL MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE TOTAL PURCHASE PRICE FOR THE PRODUCTS GIVING RISE TO THE CLAIM.

a. To the fullest extent permitted by law, Customer agrees to defend (by counsel reasonably acceptable to Baling), indemnify, and hold harmless Baling and its subsidiaries, affiliates, successors, and assigns and their respective directors, officers, shareholders, and employees from and against any loss, injury, death, damage, liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost, fees (including any applicable import and export customs fees), or expenses (including reasonable attorney's fees and costs, expert witness fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers) ("Claims") arising out of or occurring in connection with the breach of the Agreement, negligence or willful misconduct of Customer or its employees or agents, including but not limited to: (i) any misuse or modification of the Products by Customer or its employees or agents; (ii) any act (or failure to act) by Customer or its employees or agents in contravention of any safety procedures or instructions that Baling provides to Customer or its employees or agents; (iii) the failure to store, install, operate, or maintain the Products in accordance with their respective operating instructions including, but not limited to, those claims, actions, demands, liabilities, costs and expenses, and attorney's fees and expenses derived, based upon or that result from property damage, personal injury or death.

b. Baling agrees to indemnify, and hold harmless Customer and its subsidiaries, affiliates, successors, and assigns and their respective directors, officers, shareholders, and employees from and against any Claims arising out of or occurring in connection with the gross negligence or willful misconduct of Baling or its employees or agents related to the Products, to the extent not so indemnified by Customer.

a. An order once placed with and accepted by Baling can be suspended or cancelled by Customer only with Baling's written consent and conditioned upon Customer's agreement to pay all reasonable expenses incurred by Baling in connection with such suspension or cancellation, including, but not limited to, expenses for repossession, fee collection, demobilization/remobilization, and costs of storage during suspension. In the event of suspension, the estimated schedule for Baling to perform its obligations hereunder shall be extended for such period of time deemed reasonably necessary to overcome the effects of any suspension.

b. In addition to the limitations set forth in Section 4 above, Baling, shall not be liable for any damages or penalties as result of any failure to comply with the Agreement when such failure is due to any event of force majeure, which shall include, without limitation, accidents, strikes or labor disputes, war, insurrection, terrorism, acts of any government or government agency including local, state or federal governments or agencies, any state of emergency announcement, order or requirement, including for weather, epidemic/pandemic or other emergencies, acts of God, delays or failures in delivery from carriers, vendors or suppliers, shortages of materials, or any other cause beyond Baling's reasonable control.

a. Customer acknowledges that in the course of its obligations pursuant to this Agreement, it may obtain certain confidential or proprietary information ("Confidential Information"). Confidential Information includes, but is not limited to:

b. Customer hereby agrees that all such Confidential Information communicated to it by Baling or its representatives, whether before or after the date of a Purchase Order, shall be and was received in strict confidence, shall be used only for the purposes of the relationship set forth in the Purchase Order, and shall not be disclosed without the prior written consent of Baling, subject to the following limitations: Information will not be considered Confidential Information if, at the time of its disclosure: (i) it is or becomes publicly known through no wrongful act of the recipient; (ii) it is received from a third party without similar restrictions and without breach of this Agreement or any Purchase Order; (iii) it is independently developed by the recipient; or (iv) it is lawfully required to be disclosed to a government agency or is otherwise required to be disclosed by law.

c. No Release; Return or Destruction. Customer agrees (a) not to release or disclose, or permit to be released or disclosed, any Confidential Information addressed in Section 15(a) to any other person, except its representatives who need to know such confidential and proprietary information in their capacities as such (who shall be advised of their obligations hereunder with respect to such confidential and proprietary information) and except in compliance with Section 15(e). Without limiting the foregoing, Customer will promptly after request of Baling either return to Baling all confidential and proprietary information in a tangible form (including all copies thereof and all notes, extracts or summaries based thereon) or notify Baling in writing that it has destroyed such information (and such copies thereof and such notes, extracts or summaries based thereon).

d. Privacy and Data Protection Laws. Customer shall comply with all applicable state, federal and foreign privacy and data protection laws that are or that may in the future be applicable to the supply of Baling's products and provision of related services and manufacturing activities under these Terms.

e. Disclosure Process. In the event that Customer or any of its representatives either determines on the advice of its counsel that it is required to disclose any information pursuant to applicable law or receives any request or demand under lawful process or from any Governmental Authority to disclose or provide information of Baling (or any of its representatives) that is subject to the confidentiality provisions hereof, Customer shall notify Baling (to the extent legally permitted) as promptly as practicable under the circumstances prior to disclosing or providing such information and shall cooperate, at the expense of Customer, in seeking any appropriate protective order requested by Baling. In the event that Customer fails to receive such appropriate protective order in a timely manner and the Customer reasonably determines that its failure to disclose or provide such information shall actually prejudice Customer, then the Customer may thereafter disclose or provide information to the extent required by such law (as so advised by its counsel) or by lawful process or such Governmental Authority and will exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to such confidential and proprietary information, and the Customer shall promptly provide Baling with a copy of the information so disclosed, in the same form and format so disclosed, together with a list of all persons to whom such information was disclosed, in each case to the extent legally permitted.

f. Injunctive Relief. It is understood and agreed that money damages may not be a sufficient remedy for any breach of this Section 15, and that Baling may be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Such remedy shall not be deemed to be the exclusive remedy for breach of this Section 15 but shall be in addition to all other remedies available at law or equity to Baling.

g. Separate Non-Disclosure Agreement. If Customer has entered into a separate NDA with Baling, the terms of such NDA shall be incorporated herein and, in the event of any discrepancy between the NDA and this Section 15, the more restrictive term shall apply.

h. Survival. The obligations in this Section 15 shall survive any expiration or termination of any Purchase Order.

a. Severability. If any part of the Agreement shall be held to be illegal, void or unenforceable, the remaining portions shall remain in full force and effect.

b. No Waiver. The failure of Baling, to insist in any instance, upon the performance of any term of the Agreement, or to exercise any right thereunder, shall not be construed as a waiver of any of the other terms of the Agreement or the right to enforce the future performance or the future exercise of any other rights therein.

c. Exclusive Remedies. The remedies provided for in the Agreement shall be the sole and exclusive remedies of Customer with respect to the subject matter thereof.

d. Entire Agreement. The Agreement together with the NDA shall constitute the entire agreement between Baling and Customer, and shall supersede all prior oral or written communications, agreements and negotiations with respect to the subject matter hereof.

e. Amendment. The Agreement may not be changed or modified orally, but may only be modified or amended, in whole or in part, in writing signed by both Baling, and the Customer.

f. No Assignment. Customer will not assign any quotation or accepted order for the Products, in whole or in part, without Baling's prior written consent.

g. Governing Law. These Terms and all Purchase Orders shall be governed by the laws of the State of Colorado, without regard to conflict of laws principles. Customer consents to exclusive jurisdiction in the state and federal courts located in Colorado.