These Terms and Conditions of Sale govern the sale of goods by UEC, LLC, with offices located at 9461  Willow Court, Henderson, Colorado 80640 (“Seller”) to any Buyer and have an Effective Date equal to  the Invoice Date for each sale. 

These Terms and Conditions, the attendant invoice, and all documents incorporated by reference therein (the “Agreement”), bind Seller, who issued an invoice for the sale of goods (“Goods”) to be provided pursuant to the terms set forth herein and constitute the entire agreement (“Agreement”) between Buyer and Seller regarding such sale and any related services provided by Seller (“Services”). Seller will  

provide Goods and Services to Buyer in accordance with these Terms and Conditions.  

By placing the order, the Buyer expressly agrees to these Terms and Conditions and further understands  that Seller is only agreeing to provide the Goods and Services at the prices stated in the Invoice based on the Terms and Conditions contained herein. 

These Terms and Conditions supersede all previous terms and conditions, understandings, quotations,  communications, and purchase orders entered into between Seller and the Buyer, whether oral or written, and shall govern all transactions concerning Goods and Services between the Buyer and Seller. Any contrary terms and conditions issued by Buyer in any form whatsoever are expressly rejected by Seller. 

A. TERMS OF PAYMENT: Subject to the approval of the Seller’s credit department, terms are Ex Works  Seller’s Henderson, Colorado facility, net due upon invoice issued by Seller to Buyer. If any payment owed to Seller hereunder is not paid when due, it shall bear interest, at a rate to be determined by Seller which shall not exceed the maximum rate permitted by law, from the date of which it is due until it is paid. Seller shall have the right, among other remedies including repossession of equipment,  either to terminate the Agreement or to suspend further deliveries under this and/or other agreements  with Buyer in the event Buyer fails to make any payments hereunder when due. Buyer shall be liable for all expenses attendant to collection of past due amounts, including attorney’sfees. 

B. PRICES: Unless otherwise specified by Seller and subject to Paragraph I below, Seller’s prices for the applicable Goods and Services shall remain in effect for fifteen (15) days after the date of Seller’s quotation or invoicing of the order for the Goods and Services, whichever occurs first, provided that  an unconditional, complete authorization for the immediate manufacture and shipment of the Goods and performance of Services pursuant to Seller’s standard order processing procedures is received and accepted by Seller within such time period. If such authorization is not received by Seller within such fifteen (15) day period, Seller shall have the right to change the prices to the Seller’s prices in effect at the time the order is released for final manufacture of Goods or performance of the Services.  Notwithstanding any of the forgoing to the contrary, the price for the Goods, or components of Goods sold by the Seller, but manufactured by others or not included within the quotation, shall be Seller’s price in effect at the time of notice of shipmentto the Buyer. Quotes are subject to upward adjustment  for increases in steel pricing in accordance with the most recent US Department of Labor, Bureau of  Labor Statistics Producer Price Index – for “Iron and Steel” https://www.bls.gov/regions/mid atlantic/data/producerpriceindexmetals_us_table.htm or applicable successor index. 

C. ACCEPTANCE, INSPECTION AND DELIVERY: Acceptance shall occur the later of Buyer’s written  acceptance of Seller’s quotation or Seller’s written acceptance of the order. Delivery terms shall be Ex  Works Seller’s Henderson Colorado facility. All notice of intent to ship and performance dates are  approximate and are based upon Seller’s prompt receipt of all necessary information from Buyer to 

properly process and perform the order. Seller shall provide Buyer with the Goods and Services together  with such data and documentation which is specifically identified in the quotation.  

D. EXCUSED PERFORMANCE: Seller shall not be liable for delays in performance or for non-performance  arising from delays or changes to the order proposed by Buyer or Buyer’s contractors or customers, acts  of God, war, riot, fire, labor trouble, unavailability of material or components, explosion, accident,  compliance with governmental requests, laws, regulations, orders actions, or unforeseen circumstances  or causes beyond Seller’s reasonable control. 

E. TERMINATION AND SUSPENSION BY BUYER: Prior to delivery, Buyer may terminate or suspend its order for any or all of the Goods and Services covered by the Agreement provided that Buyer gives Seller reasonable advance written notice of such termination or suspension. In case of such  termination, Seller shall be entitled to recover from Buyer the net amount equal to: (1) actual  costs incurred by the Seller including, but not limited to, the purchase of materials, equipment, and services to be used in the Goods, storage fees, disposition costs, preservation costs, and costs for  Goods already in production; plus (2) all labor costs incurred by the Seller including but not limited  to, engineering, design, purchasing, fabricating, manufacturing, and project management of the Goods, to be determined using the Seller’s standard, fully burdened rates (which shall include general and administrative costs, but which shall not include any profit); plus (3) reasonable costs incurred by the Seller to cancel any orders for materials and equipment to be used in the Goods; plus (4) fifteen percent (15%) of the total of items (1) through (3) above to account for the Seller’s profit; minus (5) the net salvage value of any materials and equipment purchased by the Seller to be used in the Goods after subtracting the Seller’s reasonable costs to salvage such materials and equipment. 

F. LIMITED WARRANTY: Seller warrants that Goods provided by Seller hereunder will be free from  defect in material or workmanship under normal use and service for the period contained in any  applicable manufacturer’s warranty. Seller further warrantsthat Services provided by Seller hereunder will be performed in a workmanlike manner free from defects in workmanship for a period of six (6) months from the date of performance. 

Seller agrees to repair or replace, at its sole option, any Goods or components of Goods which prove to  be defective within the applicable warranty period, and to correct any defect in Services discovered by  Buyer within the applicable warranty period. Buyer shall promptly notify Seller in writing of any defect  in the Goods found during the warranty period and Seller shall have the right to make an investigation  of the reported defect before corrective action is undertaken. Seller shall have the option to repair,  replace or correct any defect in the field or at its facilities. Buyer shall provide Seller access to a defect  in the Goods in order to repair, replace or correct same. Seller’s warranty excludes expedited shipping  costs and removal or installation costs associated with repairing or replacing the defective Goods. THIS  WARRANTY IS EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING  ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 

In the event Seller purchases or procured third party products, equipment, or services in connection  with this Agreement, Buyer acknowledges and agrees the warranties provided by such third party, if  any, shall be in lieu of the foregoing warranties of Seller. Seller shall pass through or assign to the  Purchaser the rights Seller obtains from the manufacturers and/or vendors of such products and  services. Seller shall take reasonable action requested by Buyer to assist in enforcing such warranties, 

but Seller does not have independent liability therefore. Parts purchased from Seller that are unused  and unopened may be able to be returned depending upon the situation and part as Seller may  determine. A restocking fee may apply.

G. LIMITATION OF REMEDY AND LIABILITY: NEITHER PARTY WILL BE LIABLE TO THE OTHER UNDER ANY  CIRCUMSTANCES FOR CONSEQUENTIAL (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, USE, REVENUE,  OPPORTUNITIES, ANTICIPATED PROFITS OR COST OF CAPITAL), OR PUNITIVE DAMAGES. Seller’s warranty and  obligations hereunder do not extend or apply to: (1) Goods which are functioning within Seller’s  published specification; (2) Goods which are selected, designed or assembled in reliance upon  information supplied by Buyer that varies from the use or conditions represented or otherwise  described by Buyer; (3) Goods installed or serviced by other than an authorized representative of Seller; (4) damages arising when the Goods are combined or used with items not supplied by  Seller; (5) failure to operate or maintain the Goods according to the operator’s manual; or (6) Goods  subjected to misuse, use for unforeseeable purposes, abuse or alteration. Notwithstanding any other  provision hereof to the contrary, Seller’s total, cumulative liability arising out of or related to the  performance or non-performance of this Agreement shall be limited to the amount of the applicable  Agreement price, and Buyer shall hold harmless and indemnify Seller from and against all liability in  excess ofsuch limitation. Sellershall not be liable for damages caused by excused delaysin performance. 

H. INSTALLATION: Buyer shall be responsible for receiving, storing, installing, starting up and maintaining  all Goods unless Services to assist Buyer in these functions have been agreed upon. 

I. TAXES: Seller may charge, and Buyer will pay all applicable federal, state, or local sales or use taxes or value  added taxes that Seller is legally obligated to pay on the Goods in effect on the date of the Seller’s  quotation. Any current, new or increased tax, tariff or governmental charge or tax or tariff increasing  the cost to Seller of producing, selling, or delivering the Goods or of procuring material used therein, or  payable by the Seller because of the manufacture, sale, or delivery of the Goods, may at Seller’s option,  be added to the price herein specified. 

J. OWNERSHIP AND USE OF INFORMATION: Each party agrees to keep the other party’s confidential and  proprietary information and trade secrets, in whatever form received by such party, confidential, with  authorized disclosure and use limited to compliance with applicable laws and regulations and to fulfill  the purposes set forth in this Agreement. Seller retains all right, title and interest, including all  intellectual property rights, in the ownership and use of the design, manufacture and fabrication of the  Goods and grants to Buyer a perpetual, non-exclusive, royalty free right and license to use the Goods  for the purposes specified or reasonably foreseeable. This license and right of use does not extend to  modification or unauthorized use of the Goods including use with goods and or software not supplied  by Seller and Buyer shall hold harmless and indemnify Seller from and against all liability arising from  modification or unauthorized use of the Goods.  

K. MUTUAL INDEMNIFICATION: To the fullest extent permitted by law, each party hereby agrees to  indemnify and hold harmless the other, and its directors, officers and employees, (“Indemnified  Parties”), from and against any claims or any loss, damage, settlement, cost, expense and any other  liability (including but not limited to reasonable attorneys’ fees) (collectively, “Claims”), provided that  such Claim is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of  tangible property (other than the work itself), but only to the extent arising from any negligent act or  omission by the party. However, the foregoing does not apply to the extent such Claims result from  the other party’s negligence. In connection with any action by a party to enforce its obligations under  this Section with respect to any Claim arising out of any bodily injury (including death) to any person  directly or indirectly employed by the party, the party waives any immunity, defense or protection  under any workers’ compensation, industrial insurance or similar laws and assumes liability for such  Claim. This paragraph will not be interpreted or construed as a waiver of the party’s right to assert any  such immunity, defense or protection directly against any of its own employees or such employee’s  estate or other representatives.

L . GENERAL PROVISIONS: Neither party shall assign its rights or obligations under the Agreement  without the other party’s prior written consent. Any attempt to assign in violation of this section is void in  each instance. There are no understandings, agreements or representation, express or implied not specified in the Agreement. No action, regardless of form, arising out of transactions under the Agreement, may be brought by either party more than two years after the cause of action has accrued,  and the parties agree to first undertake informal good faith negotiations to resolve any disputes or  claims. Any change to an order or modification of these Terms and Conditions must be set forth in a  written instrument signed by a duly authorized representative of Seller. The Agreement shall be construed, performed and enforced under the laws of the State of Colorado, excluding its conflicts of  laws rules. The parties irrevocably submit to venue and exclusive personal jurisdiction in the federal  and state courts of Colorado, for any dispute arising out of this Agreement, and waive all objections to  jurisdiction and venue of such courts. There are no third-party beneficiaries to the Agreement.  

M. ON-SITE SERVICES: If Seller provides Services on Buyer’s premises (the “Site”), Seller will abide by all  Buyer’s rules, policies, and procedures regarding such matters as safety, security, health, environmental  and hazardous materials management, misconduct, and harassment while on the Site. If Seller provides  on-Site services, Seller shall have no responsibility for the discovery, handling, removal, disposal or  exposure of persons to hazardous materials, unless and then only to the extent such hazardous  materials are introduced by Seller to the Site. 

N. CHANGES: Buyer, without invalidating this Agreement, may order changes within the general scope of  the quotation consisting of additional, deletions, or other revisions, with the price and schedule being  adjusted accordingly. Such changes shall be authorized by written Change Order signed by Buyer and  Seller. Adjustments in the price and schedule resulting from a change shall be determined by mutual  agreement of the parties or by the Seller’s cost of labor, material, equipment, and reasonable overhead  and profit, unless the parties agree on another method for determining the cost or credit. If Seller  provides on-Site services and concealed or unknown physical conditions are encountered at the Site  that differ from those indicated in the information provided to Seller by Buyer or from those conditions  ordinarily found to exist, the price and schedule shall be equitably adjusted as mutually agreed between  Buyer and Seller, provided that the Seller provides notice to the Buyer promptly and before Site  conditions are disturbed. 

O. INSURANCE: Seller will obtain and maintain the following: (a) “Commercial General Liability” insurance  with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate, (b) “Business  Automobile Liability” insurance (including coverage for all owned, non-owned and hired autos, and no  fault coverage where applicable) with limits of not less than $1,000,000 per occurrence for bodily injury  and property damage combined, unless Seller only uses private passenger automobiles on Buyer’  premises, in which case not less than $500,000 per occurrence is acceptable, and (c) “Workers’  Compensation” insurance, including but not limited to coverage for all costs, benefits and liabilities  under workers’ compensation and similar laws that may accrue in favor of any person employed by  Seller in all states where Seller performs Services, and “Employer’s Liability” insurance with limits of  liability of not less than $1,000,000, with a waiver of subrogation in each case in favor of Buyer (where  permitted by law). Seller may satisfy the foregoing minimum limits by any combination of primary  liability and umbrella excess liability coverage that result in the same protection to Seller and the Buyer  insured parties. 

P. PERSONNEL; INDEPENDENT CONTRACTORS: Seller and Buyer are independent contractors. Seller has  exclusive control over its employees, representatives, agents, contractors and subcontractors 

(collectively, “Personnel”) and over its labor and employee relations and its policies relating to wages, hours, working conditions and other employment conditions.  

Q. NOTICES: Notices under this Agreement are sufficient if given by nationally recognized overnight courier  service, certified mail (return receipt requested), via email or personal delivery to the other party at the  address below the party’s signature line below. If no address is listed for Seller, notice to Seller will be  effective if given to the last known address. Notice is effective: (a) when delivered personally, (b) three  business days after sending by certified mail, or (c) on the business day after sending by a nationally  recognized courier service. A party may change its notice address by giving notice in accordance with  this section.  

R. SEVERABILITY: If any provision of this Agreement is determined by any court or governmental authority  to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable  provisions were not present and that any partially valid and enforceable provisions be enforced to the  extent that they are enforceable. 

S. NO WAIVER: A party does not waive any right under this Agreement by failing to insist on compliance  with any of the terms of this Agreement or by failing to exercise any right hereunder. Any waivers  granted hereunder are effective only if recorded in a writing signed by the party granting such waiver. 

T. CONSTRUCTION: The section headings of this Agreement are for convenience only and have no  interpretive value. 

U. EXECUTION: This Agreement may be executed by electronic means (e.g., via emailed PDF files) and in  counterparts, each of which (including signature pages) will be deemed an original, but all of which  together will constitute one and the same instrument. 

V. EFFECT OF OTHER FORMS: The parties may use standard business forms or other communications but  use of such forms is for convenience only and does not alter the provisions of this Agreement. NEITHER  PARTY WILL BE BOUND BY, AND EACH SPECIFICALLY OBJECTS TO, ANY PROVISION THAT IS DIFFERENT  FROM OR IN ADDITION TO THIS AGREEMENT (WHETHER PROFFERED VERBALLY OR IN ANY INVOICE,  SHIPPING DOCUMENT, ACCEPTANCE, CONFIRMATION, CORRESPONDENCE, OR OTHERWISE), UNLESS  SUCH PROVISION IS SPECIFICALLY AGREED TO IN A WRITING SIGNED BY BOTH PARTIES.