SELLER’S ACCEPTANCE OF ANY PURCHASE ORDER IS EXPRESSLY CONDITIONED UPON PURCHASER’S ASSENT AND ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS WHICH MAY ADDITIONAL TO OR DIFFERENT FROM THOSE STATED OR REFERENCED IN A PURCHASE ORDER. THE FOLLOWING TERMS AND CONDITIONS ARE THE ONLY TERMS AND CONDITIONS UPON WHICH THE SELLER WILL ACCEPT ANY PURCHASE ORDER AND THAT APPLY TO THE AGREEMENT, AS HEREINAFTER DEFINED:

1. Application. These terms and conditions (“Terms and Conditions”) apply to a sale of any goods and/or furnishing any service, as applicable, by Stadium Grow Lighting, Inc., an Ohio corporation (hereinafter “Seller”), as Seller to a person or legal entity purchasing goods or services from Seller (hereinafter “Purchaser”), as Buyer. In addition to the capitalized terms defined elsewhere in these Terms and Conditions, for purposes of these Terms and Conditions: the term “Goods” shall mean the spare, service or replacement parts or components or other Goods identified in the Purchase Order; the term “Services” shall mean the Services identified in the Purchase order; and the term “Purchase Order” shall mean a Purchase Order, release, agreement, contract, award letter, correspondence or other writing received by Seller from Purchaser requesting Seller to Manufacture and/or sell Goods and/or furnish services to Purchaser.

2. Acceptance of Orders. Seller’s acceptance of any Purchase Orders expressly conditioned upon Purchaser’s assent and acceptance to these Terms and Conditions which may be additional to or different from those stated or referenced in a Purchase Order. These Terms and Conditions are the only Terms and Conditions upon which the Seller will accept any Purchase Order and that apply to the Agreement. Each Purchase Order is an offer to purchase Goods and/or services identified in the Purchase Order, and is subject to prior approval and acceptance by Seller. Each Purchase Order approved and accepted by Seller shall be governed exclusively by this Agreement, whether or not it references this Agreement on the face of the Purchase Order. This Agreement constitutes the entire agreement between the parties with respect to the transaction (as) covered by it and is effective upon, and Purchaser shall be deemed to have accepted these Terms and Conditions by Purchaser’s (1) written acceptance, (2) ordering Goods or services from Seller in any manner, (3) paying for any Goods or services, or by Seller’s (4) commencement of manufacture or procurement of any Goods or any part thereof for the Purchaser, or (5) commencement of performance of services, whichever occurs first. If Seller at any time discovers, whether before or after providing its acceptance to Purchaser or commencing its performance, any issues that may impact the nature, quantity or price of any Goods or services, Seller shall notify Purchaser in writing of such issues and adjust its scope of work and the price accordingly, and these adjustments shall automatically become part of the Agreement regardless of whether Purchaser issues a new or amended Purchase Order that reflects the adjustments.

3. Purchaser’s Terms and Conditions Excluded. To the extent any Purchase Order or any Purchaser’s Terms and Conditions include or reference any terms or conditions that are additional to or different from those contained in these Terms and Conditions, these Terms and Conditions shall control, supersede and replace Purchaser’s additional and/or different terms and conditions.

4. Prices. Stated prices apply only to the specific quantities of Goods and services described in Seller’s acceptance, as applicable. Prices do not include sales, used, excised, privileged or other taxes, export or import fees (including without limitation costs incurred for export packing and for duties, tariffs, licenses and other governmental impositions, shipping or transportation costs or any insurance charges, and Purchaser shall pay all such taxes, fees, costs and charges. The price for the Goods is based on continuous manufacture for rates of delivery specified. All amounts are payable in U.S. dollars unless otherwise specified in the Purchase Order. If a Purchase Order indicates that the purchase price includes duties, tariffs, licenses, and other governmental impositions, the purchase price is based upon the amount of those duties, tariffs, licenses, and other governmental impositions as of the date of the Purchase Order and in the event of any increase in those costs, the purchase price shall be increased equivalently. Seller makes no representation or warranty that the purchase price for the Goods or services does not exceed the price charged to any other customer or seller for the same or similar Goods or services.

5. Delivery. The dates for delivery of Goods and the performance of services as set forth in the Purchase Order are estimates, and neither time nor quantity shall be deemed of the essence. Seller’s obligation to deliver Goods and/or perform services is conditioned upon the timely receipt by Seller of documents and information necessary for the completion of the Purchase Order, any down payment, Purchaser’s compliance with the Agreement, and Purchaser maintaining credit satisfactory to Seller. Seller may suspend or delay performance or delivery at any time pending receipt of assurances, including full or partial prepayment or payment of any amounts owed, adequate to Seller in its full and absolute discretion, of Purchaser’s ability to pay. Failure to provide such assurances shall entitle Seller to terminate any and all Purchase Orders, in whole or in part, without further liability or obligation to Purchaser. Seller may also require Purchaser to pay for shipments C.O.D. or cash in advance in the event Seller does not receive adequate assurances of payment, in its sole and absolute discretion. Except as otherwise specified in the Purchase Order, as modified by Seller’s acceptance, all shipments shall be delivered F.O.B. Seller’s facility and Purchaser shall arrange for and pay all costs and expenses of shipping the Goods. If Seller is responsible for shipping of the Goods, all delivery shall be via common carrier or some other reasonable
means chosen by Seller. Title and risk of loss and damage to the Goods shall pass to the Purchaser at the F.O.B., Seller’s facility upon delivery of such Goods to the common carrier. Shipments will not be insured, except at Purchaser’s written request and expense. Nothing herein shall be construed as limiting Seller’s right to stop the Goods in transit and repossess the same if payment of the Purchase Price, as required under the Agreement, has not been made to Seller.

6. Payment. Except as otherwise provided in the Purchase Order, Purchaser will be invoiced for the balance due on the Goods, upon delivery of the Goods or any part of the Goods to common carrier for shipment for Purchaser and will be invoiced for services upon substantial completion of the services. Unless otherwise stated, full payment will be due upon Purchaser’s receipt of the invoice. No discounts may be taken without the prior written agreement of the Seller. Seller reserves the right to charge Purchaser interest at the rate of one and a half percent per month (or the maximum rate permitted by law, if less) on any payments that were not made timely, until the entire balance is paid in full. Seller may include and
charge this interest, in whole or in part, on any invoice or statement of a past due balance issued to the Purchaser, but a failure to do so shall not be a waiver of Seller’s right to charge this interest at a later time. Payment of such interest shall not operate to release Purchaser from its obligation to make payments on their due date. Purchaser shall immediately reimburse Seller for the costs and expenses (including, without limitation, costs and expenses of investigation, costs and expenses of legal actions, or proceedings, and attorneys’ fees and expenses), whether or not legal action is actually commenced, incurred by Seller in enforcing its rights and remedies under the Agreement. Purchaser’s payment obligations are not subject to any setoffs, claims, conditions or contingencies and shall survive expiration or termination of this Agreement or any Purchase Order.

7. Security Interest. Purchaser hereby grants Seller a purchase money security interest in the Goods wherever located, including all substitutions, replacements, and proceeds thereof, including insurance proceeds, to secure Purchaser’s obligation to pay the purchase price and any other charges owed to the Seller by Purchaser, and agrees that these documents shall be effective as a security agreement between the Seller and Purchaser as to the Goods. Purchaser further agrees that Seller may (but is not obligated to) take any action it deems appropriate to evidence or perfect such security interest, including but not limited to requiring a separate security agreement and filing Uniform Commercial Code Financing Statements. Purchaser authorizes Seller to file such financing statements, and Purchaser shall execute a written security agreement in favor of Seller in the form prepared by Seller and presented to Purchaser.

8. Change and Cancellation. Following acceptance by Seller, Purchaser may not cancel or change the Agreement or any Purchase Order, adjust the type, volume, delivery terms or price of any Goods or services, or cancel, suspend or reschedule any performance or deliveries by Seller, without Seller’s prior written consent, which consent may be withheld or conditioned in Seller’s sole and absolute discretion. Any agreed upon changes shall be evidenced by a written change order. In the event of any cancellation or termination of any Purchase Order for any reason, Purchaser, in addition to and not to the exclusion of Seller’s other remedies and remedies at law, equity or under this Agreement, shall pay to Seller on Seller’s demand the following amounts which shall be invoiced by Seller: (i) the contract price for all Goods and services which have been completed in accordance with this Agreement; (ii) the Seller’s work in process and raw materials purchased by Seller and furnishing the Goods and/or services, in the amount equal to 120% of Seller’s actual full cost including burden and overhead costs as determined by Seller in accordance with Seller’s standard accounting practices, plus a charge for any packing and storage fees, however, any
amounts received from the Seller’s sale of the Goods or materials to others; (iii) Seller’s actual cost of settling all claims with subcontractors and suppliers utilized in connection with the Agreement; (iv) Seller’s actual cost to store the item to be purchased and, if necessary, relocation production to alternate sources; and (v) Seller’s incidental and consequential damages resulting upon the termination or breach by Purchaser, including, but not limited to, attorneys’ fees and other professional fees incurred by Seller as a result of the termination or a breach. Upon an agreed cancellation or termination of any Purchase Order, all work on the Purchase Order or a part thereof that was cancelled or terminated shall be stopped as promptly as is reasonably possible by Seller.

9. Inspection, Acceptance and Rejection of Goods. Purchaser shall inspect all goods upon receipt and notify Seller within ten (10) days after receipt of the Goods of any shortage, damage, defects, nonconformities, or other issues affecting the Goods. The Purchaser shall be deemed to have received and accepted the Goods in a condition, quantity and quality required by the Agreement upon the earlier of (i) the expiration of the ten (10) day notice period described above without Seller’s receipt of the written notice from Purchaser, (ii) Purchaser’s written acceptance of the Goods, (iii) the Goods becoming operational or performing their normal functions according to the manufacturing specifications, or (iv) payment for the Goods. All sales of Goods are final and Goods cannot be returned without Seller’s prior written authorization determined in Seller’s sole and absolute discretion. Purchaser may not reject any Goods after acceptance.

10. Inspection, Acceptance and Rejection of Services. Purchaser shall inspect Seller’s services upon Seller’s completion of same and notify Seller within ten (10) days after the Seller’s completion of the services of any deficiencies or other issues with any way Seller performed the services. Seller shall be deemed to have provided the services and Purchaser shall be deemed to have accepted the services required by the Agreement upon the earlier of (i) the expiration of the ten (10) day notice described above without Seller’s receipt of written notice from Purchaser, (ii) Purchaser’s written acceptance of the services, (iii) Purchaser’s use of the results of the services or (iv) payment for the services. Purchaser may not reject services after acceptance.

11. Limited Warranty.
(a) Subject to other terms in these Terms and Conditions, Seller wants to Purchaser (i) with respect to the Goods, that at the time of delivery, the Goods will be free from defects in materials and workmanship (hereinafter “Goods Warranty”). This limited warranty is for the benefit of the Purchaser only and is not transferable; (ii) with respect to services, that it will perform the services in a prompt, professional and workmanlike manner (hereinafter “Services Warranty”). (b) The Goods Warranty shall be effective for a period of time expressly stated in Seller’s quotation and, if no warranty period is expressly stated in the quotation, then for a period of one (1) year from the date of delivery of the Goods to Purchaser. The Services Warranty shall be effective for a period of time, if any, expressly stated in the Seller’s quotation. The warranty period, if any, for the Goods Warranty and for the Services Warranty shall each be referred to, as applicable, as the “Warranty Period.” (c) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES, DIRECT OR INDIRECT, EXPRESSED OR IMPLIED, IN CONNECTION WITH OR REGARDING ANY GOODS OR SERVICES FURNISHED PURSUANT TO THE AGREEMENT, INCLUDING ANY WARRANTIES OR MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR ANY PARTICULAR USE OR PURPOSE, WARRANTIES TO THE SUITABILITY, RELIABILITY, DURABILITY, CONDITION, PERFORMANCE, RESULTS TO BE DERIVED FROM SELLER’S PERFORMANCE, SELLER’S CAPACITY, TITLE OR QUALITY, OR OTHER WARRANTIES ARISING BY USAGE OF TRADE, COURSE OF DEALING, OR COURSE OF PERFORMANCE, AND ALL
SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED. ORAL STATEMENTS ARE NOT WARRANTIES AND SHALL NOT BE RELIED UPON BY PURCHASER AND ARE NOT PART OF ANY AGREEMENT BETWEEN THE PARTIES. SUBJECT TO THE PROVISIONS OF THE AGREEMENT, PURCHASER ACCEPTS GOODS AND SERVICES IN THEIR “AS IS” “HOW IS” CONDITION. d) No allowance will be made for repairs made by Purchaser. The Goods Warranty and the Services
Warranty cover the Seller’s scope of work under the Agreement only. Neither the Goods Warranty nor the Services Warranty covers and Seller shall not be responsible for (i) normal maintenance or items consumed during normal operation, (ii) normal wear and tear, (iii) use under circumstances exceeding the recommended limitations or applications or for any unintended purposes, (iv) failure to observe operating or installation instructions, (v) abuse, mishandling, misuse, unauthorized or inappropriate repair or alteration of the Goods, (vi) lack of proper maintenance, (vii) negligence, willful or intentional misconduct and/or willful or intentional damage to or other problems with, the Goods caused by Purchaser or anyone under Purchaser’s direction or control, (viii) accidents or damage to the Goods caused by natural causes such as fire, storm, flood, or other causes beyond the reasonable control of Seller. (e) Neither the Goods Warranty nor the Services Warranty extends to any product or part which has been manufactured using engineering specifications or data submitted by Purchaser or any product or part, including without limitation any electric or electronic component or software or equipment, supplied by or on behalf of the Purchaser.

12. Claim for Breach of Warranty, Purchaser’s Sole Remedy. (a) Purchaser must notify Seller of any claim for breach of the Goods Warranty or the Services Warranty promptly following discovery of the claim and in any event prior to the expiration of the applicable Warranty Period. Seller shall have no liability for any damage suffered by Purchaser or any third party in connection with any failure or delay in notifying Seller of any warranty claim. Purchaser shall follow Seller’s instructions in resolving the warranty claim, including without limitation, providing reasonably detailed information and documents to Seller of the facts and circumstances giving rise to the claim and allowing Seller’s employees and representatives entry to Purchaser’s premises to investigate and remedy the claim as Seller deems appropriate. (b) All Goods authorized by Seller to be returned must be accompanied by a copy of the Purchase Order and invoice numbers and a reasonably detailed description of the defect or non-conformity. (c) Seller will, within a reasonable time, in its sole and absolute discretion and election, and as Purchaser’s sole remedy in connection with any defective or non-conforming Goods or services, repair, replace or issue a credit for the purchase price of the Goods or services, as applicable, found by Seller to be defective or non-conforming. (d) Repair or replacement parts furnished by Seller pursuant to the Goods Warranty which prove defective in material or workmanship during either (i) a period of ninety (90) days from the date of delivery of same to the Purchaser or (ii) the remainder of the original Warranty Period for the Goods for which Seller furnished repair or replacement parts, whichever is longer, will be repaired or replaced, in Seller’s sole and absolute discretion and election, and as Purchaser’s sole remedy by Seller, F.O.B. Seller’s facility, provided that Purchaser sends Seller appropriate notice of the defect during such time period and establishes that the parts were properly installed, maintained and operated and is not subject to any exclusions from warranty coverage as described in this Agreement. (e) Neither Purchaser nor any affiliate of Purchaser has the right to deduct, setoff or recoup from Seller
or any of Seller’s affiliates, of any amount owed to Seller or to any Seller affiliates.

13. Limitation on Damages. SELLER SHALL HAVE NO LIABILITY OR OBLIGATION FOR ANY DAMAGES SUFFERED BY PURCHASER OR ANY THIRD PARTY WITH RESPECT TO ANY PURCHASE ORDER OR ANY GOODS OR SERVICES PROVIDED BY SELLER IN EXCESS OF THE PURCHASE PRICE THAT PURCHASER ACTUALLY PAYS SELLER FOR THE GOODS OR SERVICES WITH RESPECT TO WHICH LIABILITY AROSE. SELLER SHALL NOT BE LIABLE TO PURCHASER OR ANY THIRD PARTY IN CONNECTION WITH OR IN ANY RELATED TO THE AGREEMENT, WHETHER ARISING FROM THE FURNISHING OF SERVICES, THE SALE OF GOODS, ANY DEFECT OR NONCONFORMITY
OF THE GOODS OR SERVICES, OR ANY USE OR INABILITY TO USE ANY GOODS OR THE RESULTS OF ANY SERVICES, ANY DELAY OR FAILURE TO PROVIDE ANY GOODS OR SERVICES, OR OTHERWISE, UNDER ANY CIRCUMSTANCES OR LEGAL THEORY (WHETHER TORT, CONTRACT, PRODUCT LIABILITY, WARRANTY, RECALL, INDEMNIFICATION OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, NONECONOMIC OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF INCOME OR REVENUE, LOSS OF GOOD WILL, LOSS RELATED TO PRODUCTION OR SALES
INTERRUPTION, LOSS OR DAMAGE TO PURCHASER’S PREMISES OR ANY EQUIPMENT, SYSTEM OR COMPONENT THEREIN, OR LOSS RELATED TO ANY GOODS OR SERVICES NOT FURNISHED OR APPROVED BY SELLER, EVEN IF SELLER HAS BEEN ADVISED OF THE OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Seller have any liability for (i) loss of use or downtime related to any equipment subject to a warranty claim, (ii) any attorneys’ fees or other costs and expenses Purchaser incurred in connection with the Agreement, or (iii) any other cost, including without limitation, the cost of shipping or installation.

14. Limitations of Actions. Except as otherwise provided in these Terms and Conditions, all claims against Seller must be made in writing and received by Seller, as soon as possible and in any event within thirty (30) days from the date that the Purchaser knew or should have known, whatever is earlier, of the breach, loss or damage, and the failure to provide Seller a timely notice shall be a complete defense to any claim, suit or action asserted or commenced by Purchaser with respect to such claim. All legal actions against Seller must be filed and properly served on Seller within one (1) year of delivery of the Goods (or the applicable portion of the Goods) or the completion of the services, as applicable, and thereafter shall be forever barred; provided that if Seller, pursuant to the warranties provided in these Terms and Conditions, is replacing any Goods or performing warranty services at a point of expiration of the one (1) year limitations period, the period shall be extended for those specific Goods and/or services for a period of ninety (90) days after delivery of the replacement Goods or completion of the warranty services.

15. Termination, Default and Remedies. This Agreement and any Purchase Order that is a part of or subject to this Agreement may only be terminated for cause, and neither party may terminate the Agreement or any Purchase Order that is a part of or subject to this Agreement for convenience, at will, or without cause. For purposes of this Agreement, “cause” means a breach of a party’s material obligations under the Agreement that has not been cured within thirty (30) days following a written notice by the non-breaching party specifying the nature of the breach, provided, however, that if a party commences efforts to cure the breach but is unable to complete the cure within the period of time stated, the parties shall in good faith discuss and agree upon a reasonable extension necessary to complete the cure, provided that the curing party exercises reasonable and diligent efforts to complete the cure as soon as possible. Notwithstanding the foregoing, this Agreement may be terminated by either party at any time upon written notice to the other party if (a) the other party becomes insolvent, makes an assignment for the benefit of creditors or is unable to meet its obligations as they become due, (b) a petition in bankruptcy or insolvency is filed by or against
the other party, or (c) any amounts due for longer than 30 days, the Seller by the Purchaser are unpaid. Seller shall not be responsible or liable for any delay or failure of performance that is caused by Purchaser or anyone under Purchaser’s direction or control. No termination by Seller shall prejudice Seller’s rights to any amounts due under this Agreement or any other rights or remedies of Seller. In the event of a breach of the Agreement by Purchaser, in addition to the other rights and remedies available, Seller may suspend performance of this Agreement until Purchaser’s breach has been cured. Further, to the extent Purchaser’s breach of any of its obligations under this Agreement causes any delay, or Seller agrees to a Purchaser’s request for a suspension, rescheduling or other delay, in Seller’s performance of Seller’s obligations, the time period for Seller’s performance shall be extended by the period of such a delay and Seller shall not be considered in breach of this Agreement. As a result of same, and further provided that Purchaser shall be liable to Seller for Seller’s actual and reasonable costs and expenses incurred as a result of such delay. Purchaser may not terminate this Agreement or any Purchase Order that is a part of the Agreement, in whole or in part, as a result of any change of control of Seller.

16. Unauthorized Modifications. Purchaser agrees that Seller does not warrant and Seller shall not be liable for loss, cause, damage, expenses or claims of any sort whatsoever, including, without limitation, those arising from, relating to or in connection with personal injury, death, or property damage, due to or on account of any/all modifications of any of the Goods, hardware and/or accompanying materials relating to the Goods manufactured or supplied by Seller and/or included in the Seller’s scope of supply.

17. Intellectual Property. Seller retains all rights, title and interest in and to all intellectual property rights, and none of these rights, title or interest, express or implied, shall transfer in any way to Purchaser, in wholeor in part, for any reason or in any way.