TERMS AND CONDITIONS

SINAK CORPORATION

Thank you for your business. The product or products (“Products”) you (“Purchaser”) wish to purchase from SINAK Corporation (“SINAK”) shall be governed by the following terms and conditions. Any term or condition contained in Purchaser’s purchase order or similar document submitted to SINAK related to your purchase that alters or conflicts with these terms and conditions is rejected unless such term or condition is accepted in writing by SINAK. (The recital of a term or condition in SINAK’s sales order confirmation shall constitute SINAK’s written acceptance of such term or condition.) If Purchaser’s purchase order or similar document received by SINAK contains a term or condition that alters or conflicts with a term or condition stated below which SINAK has not assented to in writing, the purchase order or similar document will be treated as if the purchase order or related document were submitted to SINAK without such term or condition.

TERMS AND CONDITIONS OF SALE

PAYMENT TERMS

Payment for orders for SINAK products placed by a Purchaser shall be made in accordance with the payment terms specified on SINAK’s Sales Order Confirmation (“SOC”). If not specified by SINAK’s SOC, payment terms shall be in accordance with payment terms previously established for Purchaser by SINAK, if any. If no payment terms have been established for Purchaser, the payment terms shall be payment in advance of shipment.

In the event Purchaser fails to make a payment when due, SINAK may, in addition to any other remedies it may have under this Agreement or at law:

(i) withhold future shipments of the Products to Purchaser,

(ii) declare all amounts owed by Purchaser to SINAK immediately due and payable,

(iii) charge interest at the lesser of 10% per annum or the highest rate permitted by applicable law on any unpaid balance owed by Purchaser to SINAK,

(iv) exercise its right, to the extent permitted under applicable state law, to file a mechanic’s lien against the property where the Products were used or installed, and

(v) pursue collection costs, court costs, and reasonable attorney fees incurred in collecting Purchaser’s past due account.

All payment obligations of Purchaser for the purchase of SINAK Products, and any other payment obligation Purchaser may have to SINAK, shall be independent of any other obligations Purchaser may have to SINAK, and shall not be subject to any offset, deduction or counterclaim.

SECURITY INTEREST & UCC FILING

Purchaser acknowledges and agrees that to secure payment and performance of all obligations owed to SINAK, Purchaser grants SINAK a continuing security interest in all Products sold by SINAK to Purchaser, whether now owned or hereafter acquired, together with all proceeds from the sale or disposition thereof.

SINAK reserves the right to file a UCC-1 Financing Statement or other documents necessary to perfect its security interest in the Products at any time. Purchaser shall execute and deliver any documents required by SINAK to effectuate the foregoing.

In the event of default in payment beyond the agreed terms, SINAK shall have the right to enforce its security interest, including repossessing Products, collecting proceeds, and exercising all rights and remedies available under the Uniform Commercial Code (UCC) and applicable law.

Purchaser acknowledges and agrees that if Purchaser fails to pay any amount due to SINAK in connection with the purchase of SINAK Products within the agreed payment terms, SINAK reserves the right to exercise all legally available remedies, including but not limited to the filing of a mechanic’s lien, to the extent permitted under applicable state law, against the property where such Products were used or installed. Purchaser shall be responsible for all costs incurred by SINAK in filing, enforcing, or foreclosing any such lien, including legal fees and expenses. SINAK may also issue preliminary notices as required under applicable state law to preserve its mechanic’s lien rights.

SHIPPING / DELIVERY TERMS

Incoterms® 2020 shall govern this purchase. To the extent that these terms and conditions conflict with Incoterms® 2020, these terms and conditions shall take precedence.

Unless otherwise specified on SINAK’s Sales Order Confirmation (“SOC”) or agreed to in writing by SINAK, the delivery terms for all SINAK Products shall be EXW (Ex Works) SINAK’s facilities in San Diego, California, USA, Incoterms® 2020—or such other delivery location as may be designated by SINAK. EXW (Ex Works) means that SINAK fulfills its delivery obligation when it makes the Products available for pickup at its facility, and Purchaser assumes all risk and responsibility for transportation, loading, shipping, customs clearance, and final delivery.

Unless otherwise specified on SINAK’s SOC or otherwise mutually agreed to in writing by SINAK and Purchaser, Purchaser shall be solely responsible for insuring the purchased Products during transport and clearing the Products through customs where required.

Unless otherwise agreed in writing, SINAK will not be responsible for any damage, delay, or loss that occurs during transit.

TITLE TRANSFER

If the purchase price for the Products is paid in full prior to delivery in accordance with Section 2 – Shipping/Delivery Terms, title to the Products shall transfer to Purchaser upon delivery.

In all other cases, title to the Products shall remain with SINAK until full payment of the purchase price is received. SINAK retains a security interest in the Products pursuant to the Uniform Commercial Code (UCC) and reserves the right to enforce this interest in the event of non-payment, including repossession of the Products and collection of proceeds, as permitted by law.

Notwithstanding the retention of title, risk of loss or damage to the Products shall transfer to Purchaser in accordance with the applicable Incoterms® 2020 delivery term, unless otherwise agreed in writing by SINAK. Purchaser is responsible for insuring the Products in transit and bears all risk associated with transport, customs clearance, and final delivery from the designated point of delivery.

CANCELLATIONS

Accepted purchase orders may not be canceled after the Products have shipped. Cancellation of an accepted purchase order prior to shipment shall be subject to a 25% restocking charge.

In SINAK’s sole discretion, exceptions to the restocking charge may be granted in limited circumstances, such as orders affected by shipping errors, extended delays caused by SINAK, or other conditions mutually agreed upon in writing by both parties.

PRODUCT WARRANTY; DISCLAIMER

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SINAK warrants its products to be free from manufacturing defects and to meet the technical properties stated on the current product information sheet.

THIS EXPRESS WARRANTY AND THE REMEDIES SPECIFIED BELOW ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND REMEDIES.

ANY IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED.

It is expressly understood and agreed that Purchaser is solely responsible for determining the suitability of SINAK Products for any specific application or intended use.

SINAK’s liability under this product warranty shall be strictly limited to either:

1. Replacement of the Product, or
2. Refund of the purchase price paid,

at SINAK’s sole discretion.

SINAK SHALL HAVE NO LIABILITY FOR ANY LOSS OF USE, INTERRUPTION OF BUSINESS, LOST PROFITS, LOST GOODWILL, OR FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND, even if SINAK has been advised of the possibility of such damages.

This limited warranty may not be modified or extended by any representative of SINAK Corporation, its distributors, or dealers.

To make a claim under this warranty, Purchaser must notify SINAK in writing within one (1) year of the date of purchase and provide any supporting documentation (e.g., reports, testing results) that forms the basis of the warranty claim.

Nothing in this section shall exclude or limit any warranties or remedies that cannot be excluded or limited under applicable law.

RETURNS; PROCESSING WARRANTY CLAIMS

All sales are final. Once shipped, SINAK Products may not be returned.

In limited circumstances and at SINAK’s sole discretion, SINAK may authorize the return of Products that are the subject of a valid warranty claim and are in their original, unopened containers. Any approved return may be resolved, at SINAK’s sole discretion, by replacement of the Product, issuance of a credit memo, or other remedy as determined by SINAK. Authorized returns must be shipped freight prepaid by Purchaser to the destination designated by SINAK.

Prior to resolving any warranty claim, SINAK reserves the right—but not the obligation—to conduct site inspections and/or independent testing of the Product and its use. These inspections or tests may be conducted by SINAK or by third parties retained by SINAK.

Testing may occur:

• At the location where unused Product is stored,
• At SINAK’s facilities, or
• At an independent testing laboratory, as directed by SINAK.

Purchaser shall be responsible for preparing and shipping samples to any designated testing location.

If, upon inspection or testing, SINAK determines that the Product was damaged or contaminated after delivery (including, but not limited to, exposure to freezing temperatures or incompatible materials), SINAK may reject the warranty claim. SINAK shall notify Purchaser in writing of any such rejection and the reasons for denial.

Nothing in this section shall limit any rights or remedies that cannot be waived under applicable law.

CREDIT MEMOS

From time to time, SINAK may, in its sole discretion, issue a credit memo to Purchaser. Credit memos are issued as a matter of accommodation and do not constitute a refund, rebate, price adjustment, or cash obligation of any kind.

All credit memos are non-refundable, non-transferable, and may not be redeemed for cash or cash equivalents.

SINAK reserves the right, at any time and without notice, to apply a credit memo to any outstanding invoice(s) of Purchaser. If a credit memo exceeds the total amount of Purchaser’s outstanding invoices, the remaining credit balance may be applied to future purchases by the same Purchaser and, at SINAK’s discretion, may be made available through SINAK’s billing or customer payment systems for application by Purchaser, subject to expiration.

Unless otherwise agreed to in writing by SINAK, all credit memos expire twelve (12) months from the date of issuance. Any unused portion of a credit memo may be applied or allowed to expire at SINAK’s discretion. Any credit balance remaining after expiration is forfeited and shall have no further force or effect.

Purchaser shall have no right to offset, deduct, or otherwise apply any credit memo except as expressly permitted by SINAK.

No representative of SINAK, including sales personnel, has authority to issue, modify, extend, or negotiate credit memo terms except with prior written approval by SINAK.

DISPUTE RESOLUTION

Submission to Arbitration

Any controversy or claim arising out of or relating to this Agreement or the purchase or use of the Products shall be resolved by binding arbitration. Claims shall be subject to arbitration regardless of the legal theory involved, including but not limited to contract, tort, statutory, or regulatory claims. The arbitration shall take place in San Diego County, California, before a single neutral arbitrator.

Unless otherwise agreed by the parties, the arbitration shall be administered by Judicial Arbitration & Mediation Services, Inc. (JAMS) pursuant to its Comprehensive Rules and Procedures then in effect. The parties shall share equally in the arbitrator’s fees.

BOTH PARTIES EXPRESSLY WAIVE (1) THE RIGHT TO A JURY TRIAL AND (2) THE RIGHT TO CLAIM PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES to the extent permitted by law.

Limitation of Actions

Purchaser shall notify SINAK in writing of any claim within 120 days from the date Purchaser knows, or reasonably should have known, of the facts giving rise to the claim (the “Notification Period”). Arbitration must be initiated no later than one (1) year after the act or omission giving rise to the claim. Failure to comply with either deadline shall constitute a waiver and absolute bar to any claim.

Initiation of Arbitration

Arbitration is initiated by written notice describing the nature of the dispute, the amount in controversy, and the relief sought. Service of notice shall be valid if delivered per the Notice provisions below.

Arbitration Award

The arbitrator’s decision shall be final, binding, and non-appealable. Judgment may be entered in any court of competent jurisdiction.

Exceptions to Arbitration

Notwithstanding the above, SINAK may pursue legal or equitable claims without arbitration for undisputed amounts owed, including enforcement of UCC-1 filings, mechanic’s liens (to the extent permitted under applicable state law), security interests, or repossession actions.

NOTICES

All notices and communications required by these terms shall be in writing and deemed effective when:

• Sent via email with a delivery confirmation, and
• A copy is sent the same day by a trackable prepaid express mail service (e.g., UPS, FedEx).

Notices shall be addressed to the receiving party’s address as listed on the Sales Order Confirmation or as otherwise provided in writing. Notices sent by other means shall be deemed effective upon actual receipt.

GENERAL

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be severed, and the remaining provisions shall remain in full force and effect.

These Terms shall be governed by the laws of the State of California, without regard to conflict of law principles. For disputes not subject to arbitration, or for the purpose of confirming an arbitration award, the parties consent to exclusive jurisdiction in the state and federal courts located in San Diego County, California.

These Terms and Conditions of Sale constitute the entire agreement between the parties and supersede all prior or contemporaneous communications, understandings, or agreements related to the subject matter.