Standard Terms and Conditions of Sale and Contract

Applicability. These Standard Terms and Conditions of Sale and Contract (Terms) apply to every quotation, order acknowledgment, sale, service, repair, or other transaction under which HTS Coatings LLC furnishes Work to a commercial customer.

Section 1.0 Contract Formation and Scope

1.1 Definitions and Scope

Seller or HTS. HTS Coatings LLC, 932 Fairway Park Drive, Madison, Illinois 62060, USA.

Buyer or Customer. The person or entity purchasing or receiving Work from Seller, including any owner, end user, consignee, affiliate, or agent for whose benefit Buyer orders the Work.

Work. All goods, coating, welding, machining, grinding, inspection, repair, engineering support, documentation, and other products or services furnished by Seller.

Buyer Materials. Parts, components, drawings, specifications, samples, data, tooling, packaging, and other property or information furnished by or for Buyer.

Agreement. The Controlling Contract Documents identified in Section 1.3, including these Terms.

These Terms are intended exclusively for business and commercial transactions and not for personal, family, or household purchases.

1.2 Offer Acceptance and Seller Terms Control

Seller's quotation or order acknowledgment is Seller's offer and is expressly limited to and conditioned on Buyer's assent to the Controlling Contract Documents. Buyer accepts the offer and these Terms by issuing a purchase order referencing Seller's quotation, authorizing or permitting Seller to begin Work, delivering Buyer Materials, accepting delivery, or making payment, whichever occurs first.

Seller rejects every additional or different term in Buyer's purchase order, portal, specification, acknowledgment, delivery instruction, invoice instruction, or other document unless an authorized HTS representative expressly accepts that specific term in a signed writing. Seller's silence, performance, delivery, receipt of payment, or signature on a Buyer form for administrative convenience is not assent to Buyer's terms. Acceptance is not divisible; Buyer may not accept only part of Seller's offer without Seller's written agreement.

1.3 Controlling Contract Documents and Order of Precedence

The complete agreement consists only of the following documents, in descending order of precedence: (a) a later written change order or contract amendment signed by an authorized HTS representative; (b) Seller's order acknowledgment; (c) Seller's quotation and expressly incorporated scope, drawings, and specifications; (d) these Terms; and (e) a Buyer document only to the limited extent Seller's quotation or order acknowledgment expressly incorporates it by title, date, and revision. A specific requirement controls over a general requirement within the same level.

The Agreement is the complete and exclusive statement of the parties' agreement and supersedes prior or contemporaneous proposals, communications, representations, and understandings concerning the Work. Course of performance, course of dealing, usage of trade, and Buyer's unilateral documents do not modify the Agreement. Seller may stop affected Work and request clarification of a conflict without liability or schedule prejudice.

1.4 Scope and Buyer Responsibilities

Seller will perform only the Work expressly described in the Agreement. Buyer shall timely provide complete and accurate drawings, specifications, quantities, delivery requirements, operating conditions, substrate or base-material identification, prior processing history, inspection criteria, acceptance requirements, and other information reasonably needed to quote and perform the Work. Seller may rely on that information without independent verification.

Buyer is responsible for the design, material selection, fitness, safety, regulatory classification, installation, operation, maintenance, and end use of Buyer Materials and the completed product unless Seller expressly accepts a specific design responsibility in writing. Buyer shall obtain all owner, customer, engineering, and regulatory approvals required for Seller to proceed.

1.5 Quality Regulatory Nuclear and Customer Specific Requirements

Before Seller quotes the Work, Buyer shall identify in writing every quality, inspection, certification, traceability, cybersecurity, record-retention, source-approval, right-of-access, export, government, nuclear, safety-related, customer-specific, or regulatory requirement that Buyer expects Seller to satisfy. No such requirement applies unless Seller's quotation or order acknowledgment expressly accepts it or incorporates the controlling document by title and revision.

Buyer shall not designate Work as nuclear-related, safety-related, a basic component, subject to commercial-grade dedication, subject to 10 CFR Part 21, or subject to another enhanced quality program after quotation without Seller's written acceptance and an equitable price and schedule adjustment. Certificates, inspection reports, test data, material traceability, samples, and record-retention services are provided only as expressly stated in the Agreement. Seller may rely on unaltered manufacturer or sub-tier records furnished in the ordinary course.

1.6 Changes Extras Back Charges and Buyer Claims

Only an authorized HTS representative may change the scope, price, schedule, specifications, quantity, delivery, or other Agreement requirement. Seller is entitled to an equitable adjustment for a Buyer-directed or Buyer-caused change, delay, suspension, acceleration, reinspection, special documentation request, changed law, changed tariff, material price increase, concealed condition, inaccurate Buyer information, or other event outside Seller's quoted assumptions.

Buyer shall notify Seller in writing within five (5) business days after learning of a condition for which Buyer seeks a price credit, back charge, schedule consequence, or other adjustment and shall permit Seller a reasonable opportunity to investigate and cure before Buyer incurs costs. No back charge, debit memo, setoff, repair, rework, or third-party corrective action is chargeable to Seller without Seller's prior written authorization.

Section 2.0 Commercial Delivery and Logistics Terms

2.1 Prices Quote Validity and Taxes

Unless Seller's quotation states otherwise, quoted prices and delivery estimates remain open for sixty (60) days and must be accepted as a complete package. Prices are based on quantities, specifications, Buyer information, schedules, and economic conditions existing on the quotation date. Seller may revise price and schedule before acceptance and may equitably adjust them after acceptance for changes described in Section 1.6.

Prices exclude sales, use, excise, value-added, goods-and-services, withholding, customs, tariff, duty, brokerage, freight, insurance, permit, inspection, port, and similar taxes or charges unless Seller expressly states that a specific item is included. Buyer shall pay all such amounts or provide a valid exemption certificate. Taxes imposed on Seller's net income remain Seller's responsibility.

2.2 Payment Credit and No Setoff

Unless the Agreement states otherwise, Seller may invoice upon shipment, completion of the applicable Work, or a scheduled milestone, and payment is due net thirty (30) days from invoice date in U.S. dollars by a method acceptable to Seller. Buyer shall notify Seller of a good-faith invoice dispute within ten (10) business days after receipt, state the specific basis and amount disputed, and timely pay all undisputed amounts.

Buyer shall make payment without setoff, recoupment, deduction, withholding, or counterclaim except for a credit expressly issued by Seller or a final nonappealable judgment. Past-due amounts accrue a service charge at the lesser of one and one-half percent (1.5%) per month and the maximum lawful rate. Buyer shall reimburse Seller's reasonable collection costs, including attorneys' fees, court costs, and collection-agency fees. Seller may change credit terms, require advance payment or security, withhold delivery, or suspend Work if Seller reasonably questions Buyer's credit or payment performance.

2.3 Delivery Dates and Delay

Delivery and completion dates are good-faith estimates unless Seller expressly guarantees a date in a signed writing. The schedule begins only after Seller receives the required authorization, Buyer Materials, technical information, approvals, and payment or credit arrangements. Seller may make partial or early deliveries and invoice each delivery separately.

Time is not of the essence as to Seller. Buyer shall promptly notify Seller of any requested priority, outage, or critical-path requirement before quotation. Seller is not liable for delay caused by Buyer, a carrier, a sub-tier supplier, a governmental authority, a force-majeure event, or other cause outside Seller's reasonable control, and the schedule will be equitably extended for the resulting delay and recovery period.

2.4 Domestic Shipping Title and Risk of Loss

Unless the Agreement expressly states otherwise, domestic delivery is FOB Seller's facility, freight collect or prepaid and added to Buyer's invoice. Title to Seller-furnished goods and risk of loss for all shipped Work pass to Buyer when Seller delivers the shipment to the carrier at Seller's facility. Buyer is responsible for selecting the carrier, transportation insurance, freight claims, and all transportation charges.

Seller may select a carrier as Buyer's agent if Buyer does not provide timely instructions. Seller's selection, loading assistance, preparation of shipping documents, or advance payment of freight does not change the delivery term, transfer of risk, or Buyer's responsibility for charges. Seller retains a security interest in Seller-furnished goods and their proceeds until all amounts due are paid.

2.5 International Shipping Customs Duties and Charges

Unless an authorized HTS representative expressly agrees otherwise in the Agreement, every international shipment is FCA Seller's facility, 932 Fairway Park Drive, Madison, Illinois 62060, USA, Incoterms 2020, as modified by this Section. Delivery and risk transfer when Seller loads the Work on the collecting vehicle or otherwise tenders it to the carrier nominated by Buyer at Seller's facility. Buyer shall arrange and pay for main carriage and transportation insurance.

UNLESS AN AUTHORIZED HTS REPRESENTATIVE EXPRESSLY AGREES OTHERWISE IN A SIGNED QUOTATION, ORDER ACKNOWLEDGMENT, OR CHANGE ORDER THAT IDENTIFIES THE SPECIFIC CHARGE, BUYER IS SOLELY RESPONSIBLE FOR AND SHALL PAY ALL FREIGHT, INSURANCE, PACKING, HANDLING, FORWARDING, EXPORT OR IMPORT LICENSE AND PERMIT FEES, CUSTOMS-BROKER FEES, DUTIES, TARIFFS, LEVIES, EXCISE TAXES, VAT, GST, USER FEES, PORT AND TERMINAL CHARGES, BONDS, INSPECTIONS, DOCUMENTATION CHARGES, DEMURRAGE, DETENTION, STORAGE, AND ALL SIMILAR GOVERNMENTAL, CARRIER, OR THIRD-PARTY AMOUNTS. SELLER HAS NO OBLIGATION TO ADVANCE, ABSORB, REIMBURSE, OR SHARE THOSE AMOUNTS.

Buyer is the importer of record and is responsible for import classification, valuation, permits, entries, customs clearance, recordkeeping, and destination-country compliance. Seller remains responsible for export-control duties that applicable U.S. law does not permit Seller to delegate, but performing those duties does not make Seller responsible for the associated fees or charges unless Seller expressly agrees otherwise in writing. If Seller advances or is assessed an amount allocated to Buyer to avoid delay, protect the Work, or comply with law, Buyer shall reimburse Seller within ten (10) days after invoice. An advance does not modify the parties' allocation of responsibility.

Buyer shall provide complete and accurate consignee, end-user, end-use, country-of-destination, customs, classification, valuation, routing, and broker information and shall indemnify Seller for loss arising from inaccurate or incomplete information. DDP, DAP, DPU, CIF, CIP, CPT, CFR, FAS, or other destination-based or Seller-paid terms do not apply unless the Agreement expressly names the applicable Incoterm, named place or port, and Incoterms version. If an Incoterm conflicts with this Section, this Section controls.

2.6 Packaging Storage and Failure to Take Delivery

Seller will use its standard commercial packaging unless the Agreement specifies otherwise. Export crating, special preservation, reusable containers, hazardous-material packaging, heat treatment, fumigation, certificates, and Buyer-specific labels or routing are extra charges unless expressly included.

If Buyer delays shipment, fails to supply routing, places Work on hold, or refuses or is unable to take delivery, Seller may treat the Work as delivered, transfer risk of loss to Buyer, invoice all completed and committed Work, move the Work to storage, and charge reasonable handling, storage, insurance, preservation, and retrieval costs. After reasonable written notice, Seller may exercise available lien rights and may return, sell, or dispose of unclaimed Work or Buyer Materials in a commercially reasonable manner to the extent permitted by law, applying proceeds to amounts due and remitting any legally required balance.

2.7 Inspection Acceptance and Returns

Buyer shall inspect the Work promptly upon delivery and shall provide detailed written notice of any visible shortage, shipping damage, or apparent nonconformity within ten (10) business days. Failure to give timely notice constitutes acceptance of visible conditions. Latent defects remain subject only to the Limited Warranty and its notice period.

Buyer shall not return Work without Seller's written return authorization and shipping instructions. Unauthorized returns may be refused. Buyer shall preserve the Work and relevant evidence, provide photographs, measurements, operating history, and requested access, and shall not alter, repair, rework, destructively test, or permit a third party to act before Seller has a reasonable opportunity to inspect and cure. Acceptance, use, installation, modification, or resale after discovery of a claimed condition waives rejection unless Seller agrees otherwise in writing.

2.8 Suspension Cancellation and Termination

Seller may suspend Work, withhold shipment, or terminate the Agreement immediately upon notice if Buyer fails to pay, fails to provide required information or Buyer Materials, materially breaches the Agreement, becomes insolvent, enters bankruptcy or receivership, creates an unsafe condition, requests unlawful performance, presents an export-control or sanctions risk, or causes Seller reasonably to doubt timely performance. Suspension extends the schedule and Buyer shall pay resulting costs.

Buyer may cancel or terminate only with Seller's written consent and payment of: (a) completed Work; (b) authorized work in process; (c) committed materials, outside services, cancellation and restocking charges; (d) reasonable demobilization, preservation, storage, and administrative costs; and (e) reasonable lost profit on the cancelled portion to the extent permitted by law. Custom, modified, processed, or specially procured Work is noncancelable and nonreturnable unless Seller agrees otherwise.

Section 3.0 Performance Warranty and Risk Allocation

3.1 Workmanship and Technical Limitations

Seller will perform services in a good and workmanlike manner consistent with generally accepted industry practices for comparable work at the time and place of performance. Unless the Agreement states measurable acceptance criteria, technical suggestions, process recommendations, estimated dimensions, coating-life projections, samples, and test results are informational and are not guarantees of service life or performance in Buyer's application.

Seller has no design responsibility or liability for Work performed to Buyer-provided designs, drawings, dimensions, tolerances, materials, specifications, masking instructions, processing history, or acceptance criteria. Buyer acknowledges that coating, blasting, welding, machining, grinding, straightening, thermal processing, stripping, and repair may reveal or affect preexisting cracks, porosity, inclusions, residual stress, distortion, hardness, plating, prior repairs, contamination, dimensional instability, or other conditions not reasonably discoverable before processing.

3.2 Limited Warranty

Seller warrants that its services will conform to generally accepted practices and the express requirements of the Agreement. If Buyer gives Seller prompt written notice of a covered nonconformity within three (3) months after the affected Work is first placed in operation, but in no event later than six (6) months after shipment or completion, Seller will inspect the Work and, if Seller confirms a covered nonconformity, Seller will, at its option: (a) correct defective workmanship; (b) repair or reperform the affected Work; (c) replace defective Seller-furnished material; or (d) refund the amount actually paid to Seller for the specific affected Work. This remedy is limited to Seller's original scope.

Buyer shall provide reasonable access and, if Seller directs, return the affected Work in accordance with Seller's instructions. Buyer bears removal, disassembly, access, packing, and inbound transportation costs unless Seller agrees otherwise. If inspection shows no covered nonconformity, Buyer shall pay Seller's reasonable inspection, testing, handling, and return costs.

The warranty does not cover normal wear; erosion, corrosion, abrasion, cavitation, chemical attack, impact, overload, fatigue, or other operating conditions; improper storage, installation, operation, maintenance, or repair; accident or misuse; unauthorized alteration or third-party work; Buyer Materials or information; design or substrate defects; preexisting or latent conditions; expected process variation; or causes beyond Seller's reasonable control.

THE FOREGOING LIMITED WARRANTY AND REMEDIES ARE EXCLUSIVE. SELLER DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE, INCLUDING EVERY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. NO ORAL OR WRITTEN STATEMENT CREATES A WARRANTY UNLESS INCLUDED IN A WRITING SIGNED BY AN AUTHORIZED HTS REPRESENTATIVE.

3.3 Buyer Materials and Customer Property

Buyer warrants that Buyer Materials are accurately identified, suitable for the requested process, free of undisclosed hazardous substances and dangerous conditions, and owned by Buyer or provided with the owner's authorization. Buyer shall disclose material composition, heat treatment, coatings, contamination, prior repairs, cracks, operating damage, residual stress, critical dimensions, value, and special handling requirements before Seller begins Work.

Buyer shall insure Buyer Materials at their full replacement value while in transit and while at Seller's facility. Seller is not an insurer of Buyer Materials and is not liable for loss or damage resulting from an inherent defect, inaccurate or incomplete Buyer information, normal processing risk, compliance with Buyer instructions, carrier handling, or a cause outside Seller's reasonable control. Any liability for Buyer Materials remains subject to Sections 3.11 and 3.12. Seller may rely on Buyer's declared value, and failure to declare value before delivery is evidence that the service price, rather than the replacement value, reflects the parties' agreed risk allocation.

Seller owns its processing materials, fixtures, programs, methods, overspray, swarf, residue, and scrap derived from Seller-furnished materials unless the Agreement states otherwise. Buyer retains ownership of identifiable Buyer Materials, subject to Seller's lien and security rights, and shall promptly remove them when requested.

3.4 Intellectual Property and Work Product

Seller retains all right, title, and interest in its preexisting and independently developed processes, procedures, coating systems, application concepts, calculations, methods, tooling concepts, fixtures, programs, drawings, designs, trade secrets, know-how, improvements, and other work product, including developments arising from Seller's performance. No intellectual-property right is transferred except as expressly stated in a signed writing.

Buyer retains ownership of Buyer-provided drawings and data and grants Seller a nonexclusive, royalty-free license to use, reproduce, and provide them to approved subcontractors solely to quote, perform, document, and support the Work. Buyer warrants that Seller's authorized use of Buyer Materials does not infringe another person's rights. Seller may retain archival copies as needed for legal, quality, warranty, and record purposes.

3.5 Confidentiality and Publicity

Each party shall protect the other party's nonpublic technical and commercial information using at least reasonable care, use it only for the Agreement, and disclose it only to personnel, professional advisers, and approved subcontractors with a need to know and equivalent duties. These obligations continue for five (5) years after completion, except trade secrets remain protected while they qualify as trade secrets. Information that is public without breach, previously known without restriction, independently developed, or rightfully received from another source is excluded.

Legally required disclosure is permitted after prompt notice where lawful and reasonable cooperation to seek protective treatment. Neither party may use the other's name, trademarks, photographs, specifications, or the existence of the relationship in advertising, publicity, case studies, or announcements without prior written consent. Seller may seek injunctive relief for actual or threatened misuse of its intellectual property or confidential information without limiting other remedies.

3.6 Compliance with Laws Export Controls and End Use

Each party shall comply with laws applicable to its own performance. Buyer is responsible for laws governing Buyer's design, industry, installation, operation, resale, destination, import, and end use. Buyer shall not request, use, export, reexport, transfer, or divert Work in violation of U.S. export controls, sanctions, antiboycott rules, or applicable destination-country law and shall obtain required import and end-use authorizations.

Buyer shall provide accurate end-user, end-use, destination, ownership, and sanctions-screening information and shall not involve a restricted party or prohibited use. Seller may screen the transaction, request certifications, refuse a destination, carrier, route, consignee, or end use, and suspend or terminate performance without liability if Seller reasonably believes performance may violate law or expose Seller to sanctions or regulatory risk. Contract allocation does not excuse either party from a legal obligation that cannot lawfully be delegated.

3.7 Buyer Indemnification

Buyer shall defend, indemnify, and hold harmless Seller, its affiliates, subcontractors, and their directors, officers, employees, and agents from third-party claims, losses, fines, penalties, damages, recalls, costs, and reasonable attorneys' fees arising from or relating to: (a) Buyer Materials, designs, specifications, instructions, or information; (b) Buyer's installation, operation, maintenance, resale, modification, or use of the Work; (c) bodily injury, death, or property damage caused by Buyer or a product into which the Work is incorporated; (d) Buyer's breach or violation of law; (e) infringement caused by Seller's compliance with Buyer requirements; or (f) customs, import, export, sanctions, end-use, or destination matters allocated to Buyer.

The obligation is reduced only to the extent a final determination attributes the claim to Seller's willful misconduct. Seller shall provide reasonable notice and cooperation. Buyer may not settle a claim in a manner that admits fault by, imposes an obligation on, or fails to fully release an indemnified party without that party's written consent.

3.8 Insurance

Buyer shall maintain insurance with reputable carriers appropriate to its business and the risks of Buyer Materials and the completed product, including commercial general liability of at least $1,000,000 per occurrence and $2,000,000 aggregate, automobile liability of at least $1,000,000 when vehicles are used, workers' compensation as required by law, and property or inland-marine coverage at full replacement value for Buyer Materials in transit and at Seller's facility.

Upon request, Buyer shall provide certificates of insurance and, where commercially available, name Seller as an additional insured on applicable liability coverage. Insurance does not limit Buyer's obligations. Buyer and its insurers waive subrogation against Seller for losses to Buyer Materials except to the extent caused by Seller's willful misconduct and to the extent the waiver is commercially available.

3.9 Force Majeure

Seller is not liable for failure or delay caused by an event beyond its reasonable control, including acts of God; fire; flood; severe weather; epidemic or pandemic; war; terrorism; riot; embargo; sanctions; governmental, court, or regulatory action; labor disruption; cyberattack; utility or transportation interruption; equipment breakdown not caused by failure to use reasonable maintenance; shortage, allocation, or failure of material, energy, carrier, or sub-tier supply; or other comparable event.

Seller shall give reasonable notice when practicable and use commercially reasonable efforts to mitigate. The schedule will be extended for the delay and reasonable recovery period, and Seller may allocate limited capacity among customers in its reasonable discretion. Seller may adjust price for resulting costs not reasonably avoidable or terminate affected Work without liability if the event continues more than sixty (60) days or materially frustrates performance. Payment obligations for completed or committed Work are not excused.

3.10 Exclusive Remedies

Buyer's exclusive remedies against Seller are those expressly stated in the Agreement. For covered warranty claims, Buyer's sole remedy is the remedy in Section 3.2. Buyer shall not obtain replacement work, repair, rework, cover, removal, reinstallation, sorting, testing, recall, or field correction at Seller's expense without Seller's prior written authorization and a reasonable opportunity to inspect and cure.

The exclusive remedies apply regardless of whether a claim is characterized as contract, warranty, tort, negligence, strict liability, indemnity, misrepresentation, statute, restitution, or otherwise. To the maximum extent permitted by law, the damage exclusions and liability cap remain independently enforceable even if an exclusive or limited remedy fails of its essential purpose.

3.11 Exclusion of Consequential and Other Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES; LOSS OF USE, PRODUCTION, REVENUE, PROFIT, BUSINESS, CONTRACT, GOODWILL, OR DATA; DOWNTIME; CUSTOMER OR REGULATORY PENALTIES; COST OF CAPITAL; OR COSTS OF REMOVAL, DISASSEMBLY, ACCESS, REINSTALLATION, SORTING, RECALL, COVER, SUBSTITUTE EQUIPMENT, OR BUSINESS INTERRUPTION, WHETHER SUFFERED BY BUYER OR ANOTHER PERSON AND WHETHER OR NOT SELLER WAS ADVISED THAT SUCH LOSS WAS POSSIBLE.

3.12 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE WORK SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID TO SELLER FOR THE SPECIFIC LINE ITEM OR PORTION OF WORK THAT DIRECTLY GAVE RISE TO THE CLAIM. THIS CAP APPLIES TO ALL CLAIMS AND THEORIES OF LIABILITY IN THE AGGREGATE AND DOES NOT RESET OR MULTIPLY BECAUSE MORE THAN ONE CLAIM, THEORY, INVOICE, EVENT, OR CLAIMANT IS INVOLVED. NO PROVISION EXCLUDES LIABILITY TO THE LIMITED EXTENT THAT APPLICABLE LAW PROHIBITS ITS EXCLUSION OR LIMITATION.

3.13 Allocation of Risk

Buyer acknowledges that the warranty, remedy, indemnity, damage-exclusion, claims-period, and liability provisions are material, negotiated allocations of commercial risk reflected in Seller's price and willingness to perform. They apply to the maximum extent permitted by law and survive acceptance, payment, completion, expiration, and termination. If Buyer requests broader liability or insurance, Seller may condition agreement on a written change in scope, price, schedule, and insurance.

Section 4.0 Claims Disputes and General Provisions

4.1 Claims Period Dispute Notice and Continued Performance

In addition to the inspection and warranty notices, Buyer shall provide written notice of any other claim within thirty (30) days after the event giving rise to it or after Buyer reasonably should have discovered it, whichever occurs first, and shall preserve relevant evidence. Failure to provide timely notice waives the claim to the extent Seller is prejudiced.

To the maximum extent permitted by law, any action or proceeding by Buyer arising out of or relating to the Agreement or Work must be commenced within one (1) year after the claim accrues, and any later action is barred. The parties intend this provision to shorten any longer statutory period but not to extend a shorter nonwaivable period. While a dispute is pending, Buyer shall continue to pay undisputed amounts and perform undisputed obligations. Seller may suspend disputed Work when reasonably necessary to protect its rights, property, personnel, or legal compliance.

4.2 Governing Law Exclusive Forum and Jury Trial Waiver

The Agreement and every dispute arising from it are governed by Illinois law, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. The exclusive forum for any action is the state court located in Madison County, Illinois, or, if federal subject-matter jurisdiction exists, the United States District Court for the Southern District of Illinois. Buyer irrevocably submits to those courts and waives objections based on personal jurisdiction, venue, or inconvenient forum.

EACH PARTY KNOWINGLY, VOLUNTARILY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN EVERY ACTION, CLAIM, COUNTERCLAIM, OR PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT, THE WORK, OR THE PARTIES' RELATIONSHIP. EACH PARTY ACKNOWLEDGES THAT IT HAS HAD THE OPPORTUNITY TO CONSULT COUNSEL CONCERNING THIS WAIVER.

Before filing suit other than an action for collection, lien enforcement, injunctive relief, or preservation of an expiring limitations period, the parties shall attempt in good faith for ten (10) business days to resolve the dispute through authorized management representatives. Seller may seek temporary, preliminary, or permanent injunctive relief for misuse of confidential information, intellectual property, or property without waiving the exclusive forum.

4.3 Assignment Subcontracting and Relationship

Buyer shall not assign the Agreement, delegate an obligation, or transfer Work for completion by another party without Seller's prior written consent. Any attempted transfer is void to the extent permitted by law. Seller may assign receivables and may assign the Agreement to an affiliate, financing source, successor, or purchaser of the relevant business or assets without Buyer's consent.

Seller may use qualified subcontractors and remains responsible for its express obligations subject to the Agreement. The parties are independent contractors. Neither party may bind the other, and no employee, agent, partnership, joint venture, fiduciary, franchise, or third-party-beneficiary relationship is created.

4.4 General Provisions

No amendment, waiver, deviation, or consent is effective unless stated in a writing signed by an authorized HTS representative. A waiver on one occasion is not a continuing waiver, and delay in exercising a right is not a waiver. If a provision is unenforceable, it will be enforced to the maximum lawful extent and the remainder will remain effective. Headings are for convenience only. The Agreement will not be construed against either party as drafter.

Notices concerning breach, indemnity, termination, or dispute must be in writing and delivered by recognized courier, certified mail, or confirmed email to the addresses stated in the quotation or order acknowledgment, with notices to Seller also addressed to HTS Coatings LLC, Attn: Contract Administration, 932 Fairway Park Drive, Madison, Illinois 62060. Electronic signatures, counterparts, and electronic records are effective to the extent permitted by law.

Provisions that by their nature should survive completion or termination survive, including payment, warranty limitations, customer property, confidentiality, intellectual property, indemnity, insurance, export and customs obligations, exclusive remedies, damage exclusions, limitation of liability, claims periods, governing law, forum, jury waiver, and accrued rights.

END OF TERMS