Terms and Conditions

These Terms and Conditions for Sale of     Power Generation Equipment, together with the quote (“Quote”), sales order     (“Sales Order”), and/or credit application (“Credit Application”) on the     front side or attached hereto, are hereinafter collectively referred to as     this “Agreement” and shall constitute the entire agreement between the     customer identified in the Quote (“Customer”) and Blue Steel Inc. (“Blue     Steel”) and supersede any previous representation, statements, agreements     or understanding (oral or written) between the parties with respect to the     subject matter of this Agreement. Customer shall be deemed to have made an     unqualified acceptance of these Terms and Conditions and it shall become a     binding agreement between the parties on the earliest of the following to     occur: (i) Blue Steel’ receipt of Customer’s purchase order or purchase     order number; (ii) Customer’s signing or acknowledgment of this Agreement;     (iii) Blue Steels’ release of equipment to production pursuant to     Customer’s oral or written instruction or direction; (iv) Customer’s     payment of any amounts due to Blue Steels; or (v) any other event     constituting acceptance under applicable law. No prior inconsistent course     of dealing, course of performance, or usage of trade, if any, constitutes a     waiver of, or serves to explain or interpret, the Terms and Conditions set     forth in this Agreement. Electronic transactions between Customer and     Cummins will be solely governed by the Terms and Conditions of this     Agreement, and any terms and conditions on Customer’s website or other     internet site will be null and void and of no legal effect on Blue Steel.     In the event Customer delivers, references, incorporates by reference, or     produces any purchase order or document, specifications, agreement (whether     upstream or otherwise), or any other terms and conditions related thereto,     then such specifications, terms, document, or other agreement: (i) shall be     null and void and of no legal effect on Blue Steel, and (ii) this Agreement     shall remain the governing terms of the transaction. 

1. SCOPE. Blue Steel Technologies Inc. shall supply     power generation equipment and any related parts, materials and/or services     expressly identified in this agreement (collectively, “Equipment”). No     additional services, parts or materials are included in this agreement     unless mutually agreed upon by the parties in writing. A sales order for     equipment is accepted on a hold for release basis. The sales order will not     be released and scheduled for production until written approval to proceed     is received from customer. A quote is limited to the plans and     specifications section specifically referenced in the quote. No other     sections shall apply. Additional requirements for administrative items may     require additional costs. The quote does not include off unit wiring, off     unit plumbing, offloading, rigging, installation, exhaust insulation or     fuel, unless otherwise stated and mutually agreed to in writing by the     parties. Unless otherwise agreed by Blue Steel Technologies Inc. in writing,     this quote is valid for a maximum period of thirty (30) days from the date     appearing on the first page of this quote. (“Quote Validation Period”). At     the end of the quote validation period, this quote will automatically     expire unless accepted by customer prior to the end of the quote validation     period. The foregoing notwithstanding, in no event shall this quote     validation period be deemed or otherwise considered to be a firm offer     period nor to establish an option contract, and Blue Steel Technologies     hereby reserves its right to revoke or amend this quote at any time prior     to customers acceptance. 

2. SHIPPING; DELIVERY; DELAYS. Unless otherwise agreed in writing by the     parties, Equipment shall be delivered FOB origin, freight prepaid to first     destination. For consumer and mobile products, freight will be charged to     Customer. Unless otherwise agreed to in writing by the parties, packaging     method, shipping documents and manner, route and carrier and delivery shall     be as Blue Steel deems appropriate. Blue Steel may deliver in installments.     The purchase of Equipment is a “take or pay” obligation on the part of the     Customer, such that Customer is absolutely and irrevocably required to     accept and pay for the Equipment if delivery or pick-up of Equipment is     delayed, deferred, or refused by Customer beyond thirty (30) days from the     agreed upon delivery date. In the event Customer fails to take any or all     shipments of Equipment ordered hereunder within thirty (30) days of the     agreed upon delivery date, Blue Steel shall have the right to invoice the     Customer and, upon Blue Steels’ sole discretion, Blue Steel may either: (i)     deliver the Equipment to the location indicated on Customer’s purchase     order (regardless of whether Customer elected to pick up the Goods at Blue     Steels’ facility or otherwise indicated an alternate delivery method), and     Customer shall assume all associated delivery costs incurred by Blue Steel,     or (ii) charge storage fees for the additional inventory holding period,     the additional inventory holding period not to exceed one hundred twenty     (120) days from the agreed upon delivery date, unless otherwise agreed by Blue     Steel in writing. A storage fee of two thousand five hundred dollars     ($2,500.00) or two percent (2%) of the total quoted amount, whichever is     greater, shall be assessed for any Equipment whose delivery or pick-up is     delayed, deferred, or refused by Customer beyond thirty (30) days from the     agreed upon delivery date. Unless otherwise agreed by Blue Steel in     writing, in the event delivery or pick-up of Equipment is delayed,     deferred, or refused by Customer beyond one hundred twenty (120) days from     the agreed upon delivery or pick-up date, or date of completion of     Services, then Blue Steel has the right, in its sole discretion, to: (i)     tow, remove, or otherwise dispose of the unclaimed Equipment in accordance     with applicable abandonment laws, and/or (ii) make the Equipment available     for auction or sale to other customers or to the public, or (iii) otherwise     use, destroy, or recycle the Equipment at Customer’s sole cost and expense.     The foregoing remedies shall be without prejudice to Blue Steels’ right to     pursue other remedies available under the law, including without     limitation, recovery of costs and/or losses incurred due to the storage,     auction, sale, destruction, recycling, or otherwise of the Equipment.     Offloading, handling, and placement of Equipment and crane services are the     responsibility of Customer and not included unless otherwise stated. All     shipments are made within normal business hours, Monday through Friday. Any     delivery, shipping, installation, or performance dates indicated in this     Agreement are estimated and not guaranteed. Further, delivery time is     subject to confirmation at time of order and will be in effect after     engineering drawings have been approved for production. Blue Steel shall     use commercially reasonable efforts to meet estimated dates, but shall not     be liable to customer or any third party for any delay in delivery,     shipping, installation, or performance, however occasioned, including any     delays in performance that result directly or indirectly from acts of     Customer or any unforeseen event, circumstance, or condition beyond Blue Steels’     reasonable control including, but not limited to, acts of God, actions by     any government authority, civil strife, fires, floods, windstorms,     explosions, riots, natural disasters, embargos, wars, strikes or other     labor disturbances, civil commotion, terrorism, sabotage, late delivery by     Cummins' suppliers, fuel or other energy shortages, or an inability to     obtain necessary labor, materials, supplies, equipment or manufacturing     facilities. AS A RESULT OF COVID-19 RELATED EFFECTS OR INDUSTRY SUPPLY     CHAIN DISRUPTIONS, TEMPORARY DELAYS IN DELIVERY, LABOR OR SERVICES FROM BLUE     STEEL AND ITS SUB-SUPPLIERS OR SUBCONTRACTORS MAY OCCUR. AMONG OTHER     FACTORS, BLUE STEELS’ DELIVERY OBLIGATIONS ARE SUBJECT TO CORRECT AND     PUNCTUAL SUPPLY FROM OUR SUB-SUPPLIERS OR SUBCONTRACTORS, AND BLUE STEEL     RESERVES THE RIGHT TO MAKE PARTIAL DELIVERIES OR MODIFY ITS LABOR OR     SERVICE. WHILE BLUE STEEL SHALL MAKE COMMERCIALLY REASONABLE EFFORTS TO     MEET THE DELIVERY, SERVICE OR COMPLETION OBLIGATIONS SET FORTH HEREIN, SUCH     DATES ARE SUBJECT TO CHANGE. IN THE EVENT DELIVERY, SHIPPING, INSTALLATION,     OR PERFORMANCE IS DELAYED, HOWEVER OCCASSIONED, DUE TO EVENTS BEYOND     CUMMINS’ REASONABLE CONTROL, THEN THE DATE OF DELIVERY, SHIPPING,     INSTALLATION, OR PERFORMANCE FOR THE EQUIPMENT OR SERVICES SHALL BE     EQUITABLY EXTENDED FOR A PERIOD EQUAL TO THE TIME LOST, PLUS REASONABLE     RAMP-UP. 

3. PAYMENT TERMS; CREDIT; RETAINAGE. Unless     otherwise agreed to by the parties in writing and subject to credit     approval by Blue Steel, payments are due thirty (30) days from the date of     the invoice. If Customer does not have approved credit with Blue Steel, as     solely determined by Blue Steel, payments are due in advance or at the time     of supply of the Equipment. If payment is not received when due, in     addition to any rights Cummins may have at law, Blue Steel may charge     Customer eighteen percent (18%) interest annually on late payments, or the     maximum amount allowed by law. Customer agrees to pay Blue Steels’ costs     and expenses (including reasonable attorneys’ fees) related to Blue Steels’     enforcement and collection of unpaid invoices, or any other enforcement of     this Agreement by Blue Steel. Retainage is not acceptable nor binding,     unless required by statute or accepted and confirmed in writing by Blue     Steel prior to shipment. All sales are subject to Customer’s ongoing credit     approval. While Blue Steel may initially extend Net 30 payment terms upon     Cummins' approval of Customer’s credit application, Blue Steel reserves the     right to reassess Customer’s creditworthiness at any time prior to     shipment. If, in Blue Steels' sole discretion, Customer’s financial     condition weakens or otherwise declines, Customer has past due invoices     with Blue Steel, or Blue Steel otherwise determines that extending credit     terms is no longer commercially reasonable, Blue Steel may, upon notice to     Customer, (i) require full or partial payment in advance, (ii) require an     alternative form of security satisfactory to Blue Steel, including but not     limited to a letter of credit or payment bond, or (iii) withhold shipment     until such payment or security is provided. Blue Steel shall not be liable     for any delays or damages resulting from the enforcement of this provision.     If Customer fails to make any payments to Blue Steel when due and payable,     and such failure continues for more than sixty (60) days from the date of     the invoice, or less if required by applicable law, then Cummins may, at Blue     Steels’ sole discretion and without prejudice to any other rights or     remedies, either (i) terminate this Agreement; or (ii) postpone delivery of     any undelivered Equipment in Cummins’ possession and/or suspend its     services until payment for unpaid invoices is received. 

4. TAXES; EXEMPTIONS. Unless     otherwise stated, the Quote excludes all applicable local, state and     federal sales and/or use taxes, permits and licensing. Customer must     provide a valid resale or exemption certificate prior to shipment of     Equipment or applicable taxes will be added to the invoice. 

5. TITLE; RISK OF LOSS. Unless     otherwise agreed in writing by the parties, title and risk of loss for the     Equipment shall pass to Customer upon delivery of the Equipment by Blue     Steel to freight carrier or to Customer at pickup at Blue Steels’ facility.     

6. INSPECTION AND ACCEPTANCE. Customer     shall inspect the Equipment upon delivery, before offloading, for damage,     defects, and shortage. Any and all claims which could have been discovered     by such inspection shall be deemed absolutely and unconditionally waived     unless noted by Customer on the bill of lading. Where Equipment is alleged     to be non-conforming or defective, written notice of defect must be given     to Cummins within three (3) days from date of delivery after which time     Equipment shall be deemed accepted. Blue Steel shall have a commercially     reasonable period of time in which to correct such non-conformity or     defect. If non-conformity or defect is not eliminated to Customer’s     reasonable satisfaction, Customer may reject the Equipment (but shall     protect the Equipment until returned to Cummins) or allow Cummins another     opportunity to undertake corrective action. In the event startup of the     Equipment is included in the services, acceptance shall be deemed to have     occurred upon successful startup. 

7. LIEN; SECURITY AGREEMENT. Customer     agrees that Cummins retains all statutory lien rights. To secure payment,     Customer grants Blue Steel a Purchase Money Security Interest in the     Equipment. If any portion of the balance is due to be paid following     delivery, Customer agrees to execute and deliver such security agreement,     financing statements, deed of trust and such other documents as Blue Steel     may request from time to time in order to permit Blue Steel to obtain and     maintain a perfected security interest in the Equipment; or in the     alternative, Customer grants Cummins a power of attorney to execute and     file all financing statements and other documents needed to perfect this     security interest. Blue Steel may record this Agreement, bearing Customer's     signature, or copy of this Agreement in lieu of a UCC-1, provided that it     shall not constitute an admission by Blue Steel of the applicability or     non-applicability of the UCC nor shall the failure to file this form or a     UCC-1 in any way affect, alter, or invalidate any term, provision,     obligation or liability under this Agreement. The security interest shall     be superseded if Customer and Blue Steel enter into a separate security     agreement for the Equipment. Prior to full payment of the balance due,     Equipment will be kept at Customer’s location noted in this Agreement, will     not be moved without prior notice to Blue Steel, and is subject to     inspection by Blue Steel at all reasonable times. 

8. CANCELLATION; CHARGES. Orders     placed with and accepted by Blue Steel may not be cancelled except with Blue     Steels’ prior written consent. If Customer seeks to cancel all or a portion     of an order placed pursuant to this Agreement, and Blue Steel accepts such     cancellation in whole or in part, Customer shall be assessed cancellation     charges as follows: (i) 10% of total order price if cancellation is     received in Blue Steels’ office after Blue Steel has provided submittals     and prior to releasing equipment to be manufactured; (ii) 25% of total     order price if cancellation is received in Blue Steels’ office after     receipt of submittal release to order, after receipt of a purchase order     for a generator already on order with the factory, or after Blue Steel is     asked to make any hardware changes to the equipment already on order with     the factory; (iii) 50% of total order price if cancellation is received in Blue     Steels’ office sixty (60) or fewer days before the scheduled shipping date     on the order; or (iv) 100% of total order price if cancellation is received     in Blue Steels’ office after the equipment has shipped from the     manufacturing plant. 

9. TERMINATION. Blue     Steel may, at any time, terminate this Agreement for convenience upon sixty     (60) days’ written notice to Customer. If the Customer defaults by (i)     breaching any term of this Agreement, (ii) becoming insolvent or declared     bankrupt, or (iii) making an assignment for the benefit of creditors, Blue     Steel may, upon written notice to Customer, immediately terminate this     Agreement. Upon such termination for default, Cummins shall immediately     cease any further performance under this Agreement, without further     obligation or liability to Customer, and Customer shall pay Blue Steel for     any Equipment or services supplied under this Agreement, in accordance with     the payment terms detailed in Section 3. If a notice of termination for     default has been issued and is later determined, for any reason, that the     Customer was not in default, the rights and obligations of the parties     shall treat the termination as a termination for convenience. 

10. MANUALS. Unless     otherwise stated, electronic submittals and electronic operation and     maintenance manuals will be provided, and print copies may be available     upon Customer’s request at an additional cost. 

11. TRAINING: START UP SERVICES; INSTALLATION.    Startup services, load bank testing, and owner training are not provided     unless otherwise stated. Site startup will be subject to the account being     current and will be performed during regular Blue Steel business hours,     Monday to Friday. Additional charges may be added for work requested to be     done outside standard business hours, on weekends, or holidays. One visit     is allowed unless specified otherwise in the Quote. A minimum of two-week     prior notice is required to schedule site startups and will be subject to     prior commitments and equipment and travel availability. A signed site     check sheet confirming readiness will be required, and Blue Steel personnel     may perform an installation audit prior to the startup being completed. Any     issues identified by the installation audit shall be corrected at the     Customer's expense prior to the start-up. Portable load banks for site test     (if offered in the Quote) are equipped with only 100 feet of cable.     Additional lengths may be arranged at an extra cost. Blue Steel is not     responsible for any labor or materials charged by others associated with     start-up and installation of Equipment, unless previously agreed upon in     writing. Supply of fuel for start-up and/or testing, fill-up of tank after     start up, or change of oil is not included unless specified in the Quote.     All installation/execution work at the site including, but not limited to:     civil, mechanical, electrical, supply of wall thimbles, exhaust extension     pipe, elbows, hangers, expansion joints, insulation and cladding materials,     fuel/oil/cooling system piping, air ducts, and louvers/dampers is not     included unless specified in the Quote. When an enclosure or sub-base fuel     tank (or both) are supplied, the openings provided for power cable and fuel     piping entries, commonly referred to as “stub-ups”, must be sealed at the     site by others before commissioning. All applications, inspections and/or     approvals by authorities are to be arranged by Customer. 

12. MANUFACTURERS WARRANTY. Equipment purchased hereunder is     accompanied by an express written manufacturer’s warranty (“Warranty”) and,     except as expressly provided in this Agreement, is the only warranty     offered on the Equipment. A copy of the Warranty is available upon request.     While this Agreement and the Warranty are intended to be read and applied     in conjunction, where this Agreement and the Warranty conflict, the terms     of the Warranty shall prevail. 

13. WARRANTY PROCEDURE. Prior to the expiration of the Warranty, Customer must give notice of a     warrantable failure to Blue Steel and deliver the defective Equipment to a Blue     Steel location or other location authorized and designated by Blue Steel to     make the repairs during regular business hours. Blue Steel shall not be     liable for towing charges, maintenance items such as oil filters, belts,     hoses, etc., communication expenses, meals, lodging, and incidental     expenses incurred by Customer or employees of Customer,     "downtime" expenses, overtime expenses, cargo damages and any     business costs and losses of revenue resulting from a warrantable failure. 

14. LIMITATIONS ON     WARRANTIES. 

THE REMEDIES PROVIDED IN THE     WARRANTY AND THIS AGREEMENT ARE THE SOLE AND EXCLUSIVE WARRANTIES AND     REMEDIES PROVIDED BY BLUE STEEL TO THE CUSTOMER UNDER THIS AGREEMENT.     EXCEPT AS SET OUT IN THE WARRANTY AND THIS AGREEMENT, AND TO THE EXTENT     PERMITTED BY LAW, BLUE STEEL EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS,     WARRANTIES, ENDORSEMENTS, AND CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED,     INCLUDING, WITHOUT LIMITATION, ANY STATUTORY OR COMMON LAW IMPLIED     REPRESENTATIONS, WARRANTIES AND CONDITIONS OF FITNESS FOR A PURPOSE OR     MERCHANTABILITY. The limited warranty does not cover Equipment failures     resulting from: (a) inappropriate use relative to designated power rating;     (b) inappropriate use relative to application guidelines; (c) inappropriate     use of an EPA-SE application generator set relative to EPA’s standards; (d)     normal wear and tear; (e) improper and/or unauthorized installation; (f)     negligence, accidents, or misuse; (g) lack of maintenance or unauthorized     or improper repair; (h) noncompliance with any Blue Steel published     guideline or policy; (i) use of improper or contaminated fuels, coolants,     or lubricants; (j) improper storage before and after commissioning; (k)     owner’s delay in making Equipment available after notification of potential     Equipment problem; (l) replacement parts and accessories not authorized by Blue     Steel; (m) use of battle short mode; (n) owner or operator abuse or neglect     such as: operation without adequate coolant, fuel, or lubricants; over     fueling; over speeding; lack of maintenance to lubricating, fueling,     cooling, or air intake systems; late servicing and maintenance; improper     storage, starting, warm-up, running, or shutdown practices, or for     progressive damage resulting from a defective shutdown or warning device;     or (o) damage to parts, fixtures, housings, attachments and accessory items     that are not part of the generating set. 

15. INDEMNITY. Customer shall indemnify, defend and hold     harmless Blue Steel Technologies Inc. from and against any and all claims,     actions, costs, expenses, damages, and liabilities, including reasonable     attorneys’ fees, brought against or incurred by Blue Steel Technologies     related to or arising out of this agreement or the equipment supplied under     this agreement (collectively, the “Claims”), where such claims were caused     or contributed to by, in whole or in part, the acts, omissions, fault or     negligence or the customer. Customer shall present any claims covered by     this indemnity to its insurance carrier unless Blue Steel Technologies     directs that the defense will be handled by Blue Steel Technologies Inc’s     legal-council at customer’s expense. 16.     LIMITATION OF LIABILITY. NOTWITHSTANDING ANY OTHER TERM OF THIS AGREEMENT,     IN NO EVENT SHALL BLUE STEEL, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS     BE LIABLE TO CUSTOMER OR ANY THIRD PARTY, WHETHER IN CONTRACT OR IN TORT OR     UNDER ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, STRICT     LIABILITY OR NEGLIGENCE), FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE,     LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING WITHOUT     LIMITATION DOWNTIME, LOSS OF PROFIT OR REVENUE, LOSS OF DATA, LOSS OF     OPPORTUNITY, DAMAGE TO GOODWILL, ENHANCED DAMAGES, MONETARY REQUESTS     RELATING TO RECALL EXPENSES AND REPAIRS TO PROPERTY, AND/OR DAMAGES CAUSED     BY DELAY), OR IN ANY WAY RELATED TO OR ARISING FROM BLUE STEELS’ SUPPLY OF     EQUIPMENT UNDER THIS AGREEMENT OR THE USE OR PERFORMANCE OF EQUIPMENT     SUPPLIED UNDER THIS AGREEMENT. IN NO EVENT SHALL BLUE STEELS’ LIABILITY TO     CUSTOMER OR ANY THIRD PARTY CLAIMING DIRECTLY THROUGH CUSTOMER OR ON     CUSTOMER’S BEHALF UNDER THIS AGREEMENT EXCEED THE TOTAL COST OF EQUIPMENT     SUPPLIED BY BLUE STEEL UNDER THIS AGREEMENT GIVING RISE TO THE CLAIM. BY     ACCEPTANCE OF THIS AGREEMENT, CUSTOMER ACKNOWLEDGES CUSTOMER’S SOLE REMEDY     AGAINST BLUE STEEL FOR ANY LOSS SHALL BE THE REMEDY PROVIDED HEREIN. 

17. DEFAULT; REMEDIES. Customer shall be in breach and default     if: (a) any of the payments or amounts due under this Agreement are not     paid; (b) Customer fails to comply, perform, or makes any misrepresentation     relating to any of the Customer's obligations or covenants under this     Agreement; or (c) prior to full payment of the balance due, Customer ceases     to do business, becomes insolvent, makes an assignment for the benefit of     its creditors, appoints a receiver, commences an action for dissolution or     liquidation, or becomes subject to bankruptcy proceedings, or the Equipment     is attached, levied upon, seized under legal process, is subjected to a     lien or encumbrance, or transferred by operation of law or otherwise to     anyone other than Blue Steel. Upon the occurrence of any event of     Customer's default, Blue Steel, at its sole option and without notice,     shall have the right to exercise concurrently or separately any one or all     of the following remedies, which shall be cumulative and not alternative:     (a) to declare all sums due, and to become due, under this Agreement     immediately due and payable; (b) to commence legal proceedings, including     collection actions and specific performance proceedings, to enforce     performance by Customer of any and all provisions of this Agreement, and to     be awarded damages or injunctive relief for the Customer's breach; (c) to     require the Customer to deliver the Equipment to Blue Steels' branch     specified on the face of this Agreement; (d) to exercise one or more of the     rights and remedies available to a secured party under applicable law; and     (e) to enter, without notice or liability or legal process, onto any     premises where the Equipment may be located, using force permitted by law,     and there to disconnect, remove and repossess the Equipment, the Customer     having waived further right to possession after default. A waiver of any     event of default by Cummins shall not be a waiver as to any other or     subsequent default. 

18. CUSTOMER REPRESENTATIONS; RELIANCE. Customer     is responsible for obtaining, at its cost, permits, import licenses, and     other consents in relation to the Equipment, and if requested by Blue Steel,     Customer shall make these permits, licenses, and consents available to Blue     Steel prior to shipment. Customer represents that it is familiar with the     Equipment and understands operating instructions and agrees to perform     routine maintenance services. Until the balance is paid in full, Customer     shall care for the Equipment properly, maintain it in good operating     condition, repair and appearance; and Customer shall use it safely and     within its rated capacity and only for purpose it was designed. Even if     Customer’s purchase of Equipment from Blue Steel under this Agreement is     based, in whole or in part, on specifications, technical information,     drawings, or written or verbal advice of any type from third parties,     Customer has sole responsibility for the accuracy, correctness and     completeness of such specifications, technical information, drawings, or     advice. Blue Steel make no warranties or representations respecting the     accuracy, correctness and completeness of any specifications, technical     information, drawings, advice or other information provided by Blue Steel. Blue     Steel makes no warranties or representations respecting the suitability,     fitness for intended use, compatibility, integration or installation of any     Equipment supplied under this Agreement. Customer has sole responsibility     for intended use, for installation and design and performance where it is     part of a power, propulsion, or other system. Limitation of warranties and     remedies and all disclaimers apply to all such technical information,     drawings, or advice. Customer acknowledges and agrees by accepting delivery     of the Equipment that the Equipment purchased is of the size, design,     capacity and manufacture selected by the Customer, and that Customer has     relied solely on its own judgment in selecting the Equipment. 

19. CONFIDENTIALITY. Each     party shall keep confidential any information received from the other that     is not generally known to the public and at the time of disclosure, would     reasonably be understood by the receiving party to be proprietary or     confidential, whether disclosed in oral, written, visual, electronic, or     other form, and which the receiving party (or agents) learns in connection     with this Agreement including, but not limited to: (a) business plans,     strategies, sales, projects and analyses; (b) financial information,     pricing, and fee structures; (c) business processes, methods, and models;     (d) employee and supplier information; (e) specifications; and (f) the     terms and conditions of this Agreement. Each party shall take necessary     steps to ensure compliance with this provision by its employees and agents.     

20. GOVERNING LAW, VENUE, AND     JURISDICTION. This Agreement and all matters arising     hereunder shall be governed by, interpreted, and construed in accordance     with the laws of the State of Indiana without giving effect to any choice     or conflict of law provision. The parties agree that the federal and state     courts of the State of Indiana shall have exclusive jurisdiction over,     regarding, or relating to any dispute or claim arising in connection with     this Agreement or any related matter, and hereby waive any right to claim     such forum would be inappropriate, including concepts of forum non     conveniens. 

21. INSURANCE. Upon     Customer’s request, Blue Steel will provide to Customer a Certificate of     Insurance evidencing Blue Steels’ relevant insurance coverage. 

22. ASSIGNMENT. This     Agreement shall be binding on the parties and their successors and assigns.     Customer shall not assign this Agreement without the prior written consent     of Blue Steel. 

23. INTELLECTUAL PROPERTY. Any intellectual property rights created     by either party, whether independently or jointly, in the course of the     performance of this Agreement or otherwise related to Blue Steel     pre-existing intellectual property or subject matter related thereto, shall     be Blue Steels’ property. Customer agrees to assign, and does hereby     assign, all right, title, and interest to such intellectual property to Blue     Steel. Any Blue Steel pre-existing intellectual property shall remain Blue     Steels’ property. Nothing in this Agreement shall be deemed to have given     Customer a license or any other rights to use any of the intellectual     property rights of Blue Steel. 

24. PRICING. To the extent allowed by law, actual     prices invoiced to Customer may vary from the price quoted at the time of     order placement, as the same will be adjusted for prices prevailing on the     date of shipment due to economic and market conditions at the time of     shipment. Subject to local laws, Blue Steel reserves the right to adjust     pricing on goods and services due to input and labor cost changes and/or     other unforeseen circumstances beyond Blue Steels’ control. 

25. TARIFF AND DUTY SURCHARGES. In     addition to any adjustments otherwise provided for in this Agreement, in     the event of any increase in the cost of purchased materials due to the     impact of any tariffs, duties, levies, or similar government charges     (“Tariffs”) in effect during the term of this Agreement, the parties agree     that such increases shall be passed through directly to the Customer     effective immediately upon Blue Steels’ notice to the Customer of such     increases. The Customer shall pay Tariff-related increases within thirty     (30) days of receipt of invoice. 

26. MISCELLANEOUS. Blue Steel shall be an independent     contractor under this Agreement. All notices under this Agreement shall be     in writing and be delivered personally, mailed via first class certified or     registered mail, or sent by a nationally recognized express courier service     to the addresses set forth in this Agreement. No amendment of this     Agreement shall be valid unless it is writing and signed by an authorized     representative of the parties hereto. Failure of either party to require     performance by the other party of any provision hereof shall in no way     affect the right to require such performance at any time thereafter, nor     shall the waiver by a party of a breach of any of the provisions hereof     constitute a waiver of any succeeding breach. Any provision of this     Agreement that is invalid or unenforceable shall not affect the validity or     enforceability of the remaining terms hereof. These terms are exclusive and     constitute the entire agreement. Customer acknowledges that the provisions     were freely negotiated and bargained for, and Customer has agreed to     purchase of the Equipment pursuant to these Terms and Conditions.     Acceptance of this Agreement is expressly conditioned on Customer's assent     to all such Terms and Conditions. Neither party has relied on any     statement, representation, agreement, understanding, or promise made by the     other except as expressly set out in this Agreement. In the event Blue     Steel incurs additional charges hereunder due to the acts or omissions of     Customer, the additional charges will be passed on to the Customer, as     applicable. Headings or other subdivisions of this Agreement are inserted     for convenience of reference and shall not limit or affect the legal     construction of any provision hereof. The Parties’ rights, remedies, and     obligations under this Agreement which by their nature are intended to     continue beyond the termination or cancellation of this Agreement,     including but not limited to the Section 16. Limitation of Liability     provision contained herein, shall survive the expiration, termination, or     cancellation of this Agreement. 

27. COMPLIANCE. Customer shall comply with all laws     applicable to its activities under this Agreement, including, without     limitation, any and all applicable federal, state, and local anti-bribery,     environmental, health, and safety laws and regulations then in effect. Customer     acknowledges that the Equipment, and any related technology that are sold     or otherwise provided hereunder may be subject to export and other trade     controls restricting the sale, export, re-export and/or transfer, directly     or indirectly, of such Equipment or technology to certain countries or     parties, including, but not limited to, licensing requirements under     applicable laws and regulations of the United States, the United Kingdom     and other jurisdictions. It is the intention of Blue Steel to comply with     these laws, rules, and regulations. Any other provision of this Agreement     to the contrary notwithstanding, Customer shall comply with all such     applicable all laws relating to the cross-border movement of goods or     technology, and all related orders in effect from time to time, and     equivalent measures. Customer shall act as the importer of record with     respect to the Equipment and shall not resell, export, re-export,     distribute, transfer, or dispose of the Equipment or related technology, directly     or indirectly, without first obtaining all necessary written permits,     consents, and authorizations and completing such formalities as may be     required under such laws, rules, and regulations. In addition, Blue Steel     has in place policies not to distribute its products for use in certain countries     based on applicable laws and regulations including but not limited to UN,     U.S., UK, and European Union regulations. Customer undertakes to perform     its obligations under this Agreement with due regard to these policies.     Strict compliance with this provision and all laws of the territory     pertaining to the importation, distribution, sales, promotion and marketing     of the Equipment is a material consideration for Blue Steel entering into     this Agreement with Customer and continuing this Agreement for its term. Customer     represents and warrants that it has not and shall not, directly or through     any intermediary, pay, give, promise to give or offer to give anything of     value to a government official or representative, a political party     official, a candidate for political office, an officer or employee of a     public international organization or any other person, individual or entity     at the suggestion, request or direction or for the benefit of any of the     above-described persons and entities for the purposes of inducing such     person to use his influence to assist Blue Steel in obtaining or retaining     business or to benefit Blue Steel or any other person in any way, and will     not otherwise breach any applicable laws relating to anti-bribery. Any     failure by Customer to comply with these provisions will constitute a     default giving Blue Steel the right to immediate termination of this     Agreement and/or the right to elect not to recognize the warranties     associated with the Equipment. Customer shall accept full responsibility     for any and all civil or criminal liabilities and costs arising from any     breaches of those laws and regulations and will defend, indemnify, and hold     Blue Steel Technologies harmless from and against any and all fines,     penalties, claim, damages, liabilities, judgments, costs, fees, and     expenses incurred by Blue Steel Technologies Inc. or its affiliates as a     result of customers’ breach.  

28. To the extent applicable, this     contractor and subcontractor shall abide by the requirements of 41 CFR §§     60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit     discrimination against qualified individuals based on their status as     protected veterans or individuals with disabilities and prohibit     discrimination against all individuals based on their race, color,     religion, sex, sexual orientation, gender identity or national origin.     Moreover, these regulations require that covered prime contractors and     subcontractors take affirmative action to employ and advance in employment     individuals without regard to race, color, religion, sex, sexual     orientation, gender identity, national origin, protected veteran status or     disability. The employee notice requirements set forth in 29 CFR Part 471,     Appendix A to Subpart A, are hereby incorporated by reference into this     contract. 

Scott Wagner (President)

1/1/2026