Terms and Conditions of Sale 

Last updated June 21, 2024

The terms and conditions contained herein (these “Terms”) apply to all sales of products (“Products”) by Moxion  Power Co. (“Moxion”) to the purchaser thereof (“Customer”) and will govern irrespective of whether Customer accepts these Terms by a written acknowledgment, by implication, or by acceptance of, or payment for, Products.  Subject to Section 12, any term, condition, or other provision (including any prior or subsequent understanding,  agreement, or trade custom) that is different from, inconsistent with or in addition to these Terms, whether in a  purchase order, receipt, acceptance, confirmation, correspondence or otherwise will not apply to sales and purchases  of Products and is hereby rejected, provided, however, that the EULA (as defined in Section 4) will govern use of  software within the Products. If any or all of these Terms are unacceptable to Customer, Customer will not accept or  use any of the Products and will promptly return any Products in the original shipping package material. 

1. Orders 

All orders placed by Customer for Products are subject to acceptance by Moxion in writing, by electronic record  delivered to Customer or by product delivery and are conditional on Customer’s unqualified acceptance of these  Terms. Moxion may ship less than all Products ordered, which shipment will constitute acceptance of the order only  as to those products shipped. Verbal orders for Products will not be accepted without accompanying payment  information or valid purchase order numbers and must be followed by written order documentation supporting the  same order products and quantities. 

2. Pricing and Payment Terms 

Unless the parties specifically agree otherwise in a writing signed by both parties, the purchase prices for the  products will be as specified in Moxion’s standard price list in effect on the delivery date. All listed prices are  exclusive of shipping and insurance costs, taxes and duties. Moxion reserves the right to modify prices at any time  without prior notice.  

Customer will pay all invoices in full within thirty (30) days of the invoice date. All payments will be made in U.S.  dollars. In addition to the purchase prices quoted or invoiced, Customer will be responsible for, and will pay or  reimburse Moxion for, all shipping and handling charges pertaining to the order (as quoted by Moxion or specified  in Moxion’s price list) and all taxes, fees, duties, tariffs or charges of any nature imposed by any governmental  authority on the transaction between Customer and Moxion. All amounts past due will incur interest of 1.5% on a  per month basis or the maximum allowed according to local law. Moxion reserves the right to withhold or delay  shipment of any order if Customer is late in payment or is otherwise in default under these Terms.  

3. Cancellations or Changes 

Customer may not cancel, revise or reschedule any existing order (or portion thereof) without a written  understanding with Moxion, in which case cancellation or rescheduling charges may apply. Additions to existing  orders may be made through Customer Service but will appear as separate orders and may be subject to additional  shipping and handling charges. 

4. Delivery and Shipping 

All products will be packaged and shipped in the manner Moxion deems appropriate to ensure the safety of the  products. Moxion will use commercially reasonable efforts to meet any delivery dates scheduled or acknowledged  but will not be liable for any failure to meet such dates. Moxion will deliver all products Ex Works (Incoterms 2000) point of origin. Risk of loss or damage and title to the products will pass to Customer immediately upon delivery to  the carrier, subject to Moxion’s purchase money security interest in such products as described below. Title will not  pass to Customer as to any intellectual property rights of Moxion, including, without limitation, any intellectual  property rights relating to the hardware or software embodied in the Products. CUSTOMER’S USE OF MOXION SOFTWARE WITHIN OR IN CONNECTION WITH THE PRODUCT IS NOT GOVERNED BY THESE TERMS BUT IS SUBJECT TO THE TERMS AND CONDITIONS OF MOXION’S END USER LICENSE  AGREEMENT, CURRENTLY AVAILABLE AT WWW.MOXIONPOWER.COM/TERMS/EULA (“EULA”). Moxion reserves the right to ship Product(s) in partial installments against a purchase order due to product availability issues or any other reason, and Customer may not cancel an order due to partial shipment status  of product(s). Moxion will ship the products via its approved carriers. Moxion assumes no risk and is not liable for  any failure to perform or delay in performing under these Terms, which is due to circumstances beyond its  reasonable control, including, without limitation, governmental regulations, accidents, labour disputes, weather  delays, pandemics, epidemics, earthquakes, fire, flood and other acts of nature. In the event that Moxion’s ability to  supply Products becomes constrained, for any reason whatsoever, Moxion may reduce quantities, delay shipments or  performance, or allocate Products among its customers at its sole discretion. 

5. Purchase Money Security Interest 

As collateral security for the payment of the purchase price of the Products (to the extent not fully paid by time of  delivery, as described above), the Buyer hereby pledges and grants to the Seller, a lien on and security interest in and  to all of the right, title, and interest of the Buyer in, to, and under the Products, wherever located, and whether now  existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or  modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest  granted under this provision constitutes a purchase money security interest under the California Uniform  Commercial Code. 

6. Order Receipt and Acceptance 

Customer will inspect each shipment of Products immediately upon arrival for completeness, accuracy and/or  damage that is reasonably discoverable upon arrival. Customer will report any issues with any shipment to Moxion immediately by phone with follow-up written confirmation of same within five (5) business days and will adhere to  the processes set forth in the “Obtaining Warranty Service” section of the Warranty. Failure to notify Moxion in  writing of any issue with an order within five (5) business days after receipt of the Products will be deemed an  unqualified acceptance by Customer of such order. 

7. Unpacking and Use of Products 

Customer must follow the instructions provided with the Products regarding unpacking and use of the Products.  8. Product Use; Labelling 

All product sales from Moxion are for use by Customer and Customer will not resale, redistribute or transfer the  products to third parties other than other third-party end users. Customer will follow and adhere to all procedures,  instructions and guidelines made available to Customer by Moxion relating to use of the Products and will otherwise  use the Products in compliance with all applicable laws, rules and regulations. 

9. Limited Warranty; Disclaimer 

The Moxion Limited Product Warranty available at www.moxionpower.com/legal/warranty (the “Warranty”), and  the disclaimer contained therein, applies to all Products to the extent stated therein. The Warranty is hereby  incorporated into these Terms. 

10. Limitation of Liability 

EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, IN NO EVENT WILL (A) MOXION HAVE ANY OBLIGATION OR  LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE, OR  IMPUTED NEGLIGENCE, STRICT LIABILITY, OR PRODUCT LIABILITY, BUT EXCLUDING WILLFULL MISCONDUCT) OR  OTHERWISE, FOR ANY SPECIAL, CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES, OR FOR LOSS OF  USE, LOSS OF REVENUE, LOSS OF BUSINESS, LOST PROFIT, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, OR OTHER  FINANCIAL LOSS ARISING OUT OF OR IN CONNECTION WITH ANY PRODUCT OR OTHER GOODS OR SERVICES FURNISHED  UNDER THESE TERMS OR ANY OTHER AGREEMENT SIGNED BY THE PARTIES, REGARDLESS OF WHETHER OR NOT MOXION WAS AWARE OF THE POSSIBILITY OF THE SAME; AND (B) MOXION’S AGGREGATE LIABILITY IN CONNECTION  WITH THESE TERMS OR PRODUCTS EXCEED THE TOTAL AMOUNTS ACTUALLY RECEIVED BY MOXION FROM CUSTOMER HEREUNDER. CUSTOMER ACKNOWLEDGES THAT MOXION HAS SET ITS PRICES AND AGREED TO SELL PRODUCTS TO  CUSTOMER IN RELIANCE UPON THE LIMITATIONS OF LIABILITY, DISCLAIMER OF WARRANTIES, EXCLUSION OF  DAMAGES AND EXCLUSIVE REMEDIES SET FORTH HEREIN, AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE  BARGAIN BETWEEN THE PARTIES, WITHOUT WHICH MOXION WOULD NOT HAVE AGREED TO SELL PRODUCTS TO  CUSTOMER. CUSTOMER AGREES THAT SUCH PROVISIONS WILL SURVIVE AND APPLY NOTWITHSTANDING ANY FAILURE  OF ESSENTIAL PURPOSE. 

11. Indemnification 

Customer assumes all risks associated with use of the products and Customer agrees to indemnify, defend and hold  harmless Moxion and its affiliates, employees, agents, directors, officers, licensors and licensors against any and all  third-party claims and liabilities arising from or relating to Product use, except to the extent such claims or liabilities  are based on alleged infringement of valid U.S. patents by the Moxion Products when used in strict accordance with  Moxion’s product instructions and the terms hereof. 

12. General 

Notices. Unless otherwise stated herein, all notices required or permitted by these Terms will be in writing and will be delivered to the other party: (i) in person; (ii) by certified or registered mail, return receipt requested, postage  prepaid; or (iii) by a reputable international courier with tracking capabilities, postage prepaid. Notices to Moxion  will be delivered to Attn: Legal, Moxion Power Co., 1414 Harbour Way S., Richmond, CA 94804 or to such other  address as Moxion may designate in writing from time to time. 

No Waiver; Amendments; Severability. The failure of Moxion to enforce at any time or for any period of time any  of the provisions of these Terms will not constitute a waiver of such provisions. No amendment, modification, or  waiver of this Agreement will be valid unless set forth in a written instrument signed by both parties. In the event  any one or more of the provisions contained in these Terms is deemed illegal or unenforceable, such provision (a)  will be automatically construed and adjusted in a manner which enables it to be valid and enforced to the extent  permitted by applicable law and which most nearly effects the parties’ intent in entering into these Terms, and (b)  will not affect the validity and enforceability of any other provision of these Terms. 

Assignment. Customer may not assign (directly or indirectly, by operation of law or otherwise) or delegate these  Terms or its rights or obligations under these Terms without written consent of Moxion. Any attempted assignment  without such consent will be void. Moxion may freely assign and delegate these Terms and these Terms will bind  and inure to the benefit of Moxion’s successors and assigns, including without limitation, any entity into which  Moxion will merge or consolidate. 

Governing Law. This Agreement will be governed by the laws of the State of California without regard to conflict of  law rules. The United Nations Convention on the International Sale of Goods will not apply to this Agreement or to  any of the transactions contemplated hereby. Each of the parties hereto hereby irrevocably and unconditionally  consents to submit to the exclusive jurisdiction and venue of the state courts within San Francisco, California and  the federal courts of the Northern District of the State of California, and each party hereby consents to personal  jurisdiction in such forum, for any actions, suits or proceedings arising out of or relating to these Terms (and agrees  not to commence any action, suit or proceeding relating thereto except in such courts). Notwithstanding the  foregoing, nothing in these Terms will prevent Moxion from pursuing an injunctive relief or filing any action to  recover amounts owed to Moxion by Customer in any court having jurisdiction over Customer. 

Entire Agreement. These Terms constitute the entire agreement between Customer and Moxion and supersede any  other prior, contemporaneous or subsequent oral or written agreements, understandings or communications relating  to the subject matter hereof. Notwithstanding the foregoing, in the event Moxion and Customer enter into a written  supply or purchase agreement signed by authorized representatives of both parties, the terms of such agreement will prevail in the event of any inconsistency or conflict with these Terms.