These Sales Terms and Conditions (“Terms”) apply to all quotations, proposals, sales, invoices, and purchase orders for products and services provided by VegTech Systems LLC, an Illinois limited liability company (“Company” or “VegTech”), to the purchaser (“Customer”).

These Terms govern the sale of all equipment, machinery, parts, and services (“Products”) sold by VegTech to Customer.

Customer agrees that:

• these Terms apply to all transactions between the parties
• these Terms supersede any conflicting terms contained in Customer purchase orders or other documents
• no modification to these Terms shall be binding unless agreed to in writing by VegTech.

If the parties have executed a separate written Sales Agreement, Supply Agreement, or Project Contract, such agreement shall prevail to the extent of any inconsistency.

All quotations issued by VegTech:

• are non-binding
• remain valid for 30 days, unless otherwise stated
• may be withdrawn or revised at any time prior to acceptance.

Prices quoted are based on the scope defined in the quotation and may be adjusted if:

• project specifications change
• costs increase prior to order confirmation
• Customer requests additional modifications or services.

Orders are not binding upon VegTech until:

1. VegTech issues a written order confirmation, and
2. the required down payment is received.

VegTech reserves the right to reject any order.

Once accepted:

• custom or engineered equipment orders cannot be cancelled
• cancellation of stocked items requires VegTech approval and may incur a minimum 20% restocking fee.

Unless otherwise agreed in writing, payment terms shall be:

50% down payment upon order confirmation
40% prior to shipment
10% upon commissioning or delivery

For spare parts or standard equipment after 2 successful transactions:

Net 30 days from invoice date

Past due balances shall accrue interest at 1% per month (12% per annum) or the maximum permitted by law.

VegTech reserves the right to:

• suspend deliveries
• delay installation
• withhold technical support

if payments are overdue.

Unless otherwise agreed in writing, delivery terms shall be:

EXW VegTech facility (Incoterms® 2020).

Customer is responsible for:

• freight
• insurance
• import duties
• customs clearance
• taxes.

Delivery dates are estimates only and depend on supplier lead times and manufacturing schedules.

VegTech shall not be liable for delays beyond its reasonable control.

VegTech may deliver Products in partial shipments.

Risk of loss transfers to Customer when the Products are released to the carrier at VegTech’s facility.

Unless specifically included in the quotation:

• installation
• commissioning
• operator training

are not included in the purchase price.

Where provided, Customer shall supply:

• utilities
• labor assistance
• site preparation
• safety compliance.

VegTech shall not be responsible for delays caused by incomplete site readiness.

Customer shall inspect Products within ten (10) days of delivery.

Products shall be deemed accepted unless Customer provides written notice of defects within that period.

Claims must include:

• description of defect
• photographs where applicable
• relevant documentation.

VegTech shall pass through to Customer any manufacturer’s warranty available for the Products.

Unless otherwise stated in writing:

VegTech provides a 12-month limited warranty covering defects in workmanship for equipment supplied directly by VegTech.

This warranty does not cover:

• wear parts
• consumables
• misuse or improper installation
• modification without VegTech approval
• improper maintenance.

VegTech’s sole obligation shall be repair or replacement of defective parts.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, VEGTECH MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

VegTech shall not be liable for:

• loss of profits
• loss of production
• downtime
• loss of business
• consequential or indirect damages.

VegTech’s total liability for any claim arising from the sale of Products shall not exceed the purchase price of the affected Product.

VegTech reserves the right to:

• modify product designs
• change specifications
• discontinue Products

without prior notice.

VegTech shall not be liable for failure or delay in performance caused by events beyond its reasonable control, including:

• supplier delays
• transportation disruptions
• labor disputes
• shortages of materials
• natural disasters
• war
• acts of government.

If such conditions persist for more than 60 days, VegTech may cancel the order without liability.

Customer shall ensure:

• compliance with all safety regulations
• proper installation and maintenance
• operation by trained personnel.

Customer assumes full responsibility for the safe use of the Products.

Customer shall indemnify and hold VegTech harmless against claims arising from:

• improper installation
• misuse of Products
• modifications not authorized by VegTech
• Customer’s operations or integration of the Products.

VegTech retains a purchase money security interest (PMSI) in all Products until payment is received in full.

Customer authorizes VegTech to file UCC financing statements to perfect such interest.

VegTech reserves the right to perform credit checks and adjust payment terms based on Customer’s financial condition.

VegTech may reference Customer’s company name, project description, and equipment supplied for marketing, reference, or case study purposes, unless Customer expressly requests confidentiality in writing.

These Terms shall be governed by the laws of the State of Illinois.

Any disputes shall be resolved exclusively in state or federal courts located in Cook County, Illinois.

These Terms, together with VegTech’s quotation, order confirmation, and invoice, constitute the entire agreement between the parties and supersede all prior communications.