T+C

 COMPOSITE POWER GROUP INC.

TERMS AND CONDITIONS OF SALE

(DOMESTIC)

Introduction

These Terms and Conditions of Sale ("Terms") govern all quotations, order acknowledgements, sales and deliveries of products and related services supplied by Composite Power Group Inc. ("Seller") to the purchaser ("Buyer").

1. Definitions

"Buyer" means the purchaser identified in Seller's quotation, acknowledgement or invoice. "Products" means all goods, equipment, materials and related services supplied by Seller. "Order" means a purchase order accepted by Seller. "Contract" means these Terms together with Seller's quotation and written order acknowledgement. "Incoterms® 2020" means the International Chamber of Commerce rules in force at the date of Contract.

2. Scope of Agreement

These Terms apply to every quotation, Order and sale unless superseded by a written agreement signed by authorized representatives of both parties. Any additional or inconsistent terms contained in Buyer's purchase order, procurement portal or other document are expressly rejected and shall not become part of the Contract unless expressly accepted in writing by executive officer of the Seller. Acceptance of delivery or payment constitutes Buyer's acceptance of these Terms.

3. Quotations, Orders and Pricing

Quotations remain open for acceptance for thirty (30) days unless otherwise stated. No Order is binding until accepted in writing by Seller. Seller reserves the right to correct clerical errors and to revise prices before shipment to reflect increases in supplier pricing, tariffs, freight, surcharges, customs duties, commodity costs, currency exchange rates or other extraordinary costs beyond Seller's reasonable control.

4. Payment, Taxes and Credit

Unless otherwise agreed, invoices are payable Net 30 days. Overdue balances accrue interest at 2% per month or the maximum lawful rate. Buyer shall pay all applicable taxes, duties and governmental charges. Seller may suspend deliveries, revoke credit, require advance payment or other security where Buyer fails to pay when due or Seller reasonably believes Buyer's financial condition has materially deteriorated.

5. Orders, Changes and Cancellation

Changes requested by Buyer are subject to Seller's written approval and may require revised pricing or delivery. Accepted Orders may not be cancelled without Seller's written consent. Buyer shall reimburse Seller for reasonable engineering, procurement, labour, manufacturing, storage and restocking costs incurred before cancellation.

6. Minimum Order Policy

A $500.00 CAD minimum applies to all orders. Order quantities must consist of multiples of standard package quantities unless otherwise agreed to by the Seller.

7. Delivery, Title and Risk of Loss

Delivery shall be made in accordance with the applicable Incoterms® 2020 identified in Seller's quotation or acknowledgement. Delivery dates are estimates only and time is not of the essence unless expressly agreed. Risk of loss transfers under the applicable Incoterms® rule. Title remains with Seller until all amounts owing have been paid in full to the extent permitted by law.

8. Inspection, Returns and Transportation Claims

Buyer shall inspect Products promptly upon receipt and notify Seller in writing of shortages or defects within five (5) business days. Seller will not be held responsible for shortages where delivery receipt is signed as clear. Approved returns may be subject to restocking and reconditioning charges. Seller will not be liable for any expense incurred in installation or removal of the product from service. Custom-built Products are not returnable except where covered by the Limited Warranty.

9. Limited Warranty

Seller assigns any transferable manufacturer's warranty. Seller's sole obligation and Buyer's exclusive remedy shall be, at Seller's option, repair, replacement or refund of the purchase price of the affected Product. The warranty does not apply to misuse, improper installation, unauthorized modification, neglect, accident or normal wear.

10. Warranty Disclaimer

Seller passes on to the Buyer any warranties of the manufacturer of the product(s) that are applicable. EXCEPT FOR THE EXPRESS LIMITED WARRANTY, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

11. Limitation of Liability

Seller's aggregate liability arising out of or relating to the Contract shall not exceed the purchase price paid for the affected Products. Seller shall not be liable for indirect, incidental, consequential, exemplary, punitive or special damages, including loss of profits, revenue, production, business interruption, contracts or goodwill, regardless of the theory of liability.

12. Indemnification

Buyer shall indemnify and hold harmless Seller, its affiliates, directors, officers and employees from third-party claims, damages, losses and expenses arising from Buyer's installation, modification, misuse, resale or unlawful use of the Products, except to the extent caused by Seller's gross negligence or wilful misconduct.

13. Force Majeure

Seller shall not be liable for delay or failure to perform resulting from events beyond its reasonable control, including but not limited to natural disasters, pandemics, labour disputes, strikes or lockouts, transportation shortages or interruptions, supplier shortages, utility failures, cyber incidents affecting operations and domestic or foreign governmental regulations, orders, actions, conflict or war. Performance shall be suspended for the duration of the event.

14. Confidentiality and Intellectual Property

Pricing, quotations, specifications, drawings and technical information supplied by Seller are confidential and shall not be disclosed except as required for performance of the Contract. All intellectual property rights in Products, software, drawings and documentation remain the exclusive property of Seller unless expressly assigned in writing.

15. Compliance with Laws

All matters relating to the interpretation and effect of these terms and any authorized changes, modifications, or amendments thereto shall be governed by the Canadian and Provincial laws, standards and regulations. Buyer shall comply with import/export controls, sanctions, occupational health and safety and environmental laws applicable to its possession, installation and use of the Products.

16. Governing Law

These Terms shall be governed by the Provincial laws and the federal laws of Canada applicable therein.

17. General Provisions

These Terms constitute the entire agreement unless superseded by a signed written contract. Amendments must be in writing. Failure to enforce a provision is not a waiver. If any provision is unenforceable, the remaining provisions remain effective. Electronic signatures and communications satisfy any requirement for writing.

18. Acceptance

Buyer acknowledges that submitting an Order, accepting delivery of Products, or making payment constitutes acceptance of these Terms.