TERMS AND CONDITIONS FOR USE

Revised 11/27/23

Veolia ES Technical Solutions, L.L.C. (hereafter VENDOR) and the user of this product (hereafter CUSTOMER) expressly agree that usage of DefendPak, Thermal Suppressant (hereinafter “PRODUCT”) shall be governed by these express Terms and Conditions.

1. The CUSTOMER understands that this PRODUCT is as-is, and CUSTOMER understands that uses of the PRODUCT may render the PRODUCT a hazardous waste, subject to the requirements of state and federal law, including but not limited to the federal Resource Conservation and Recovery Act and state law equivalents and CUSTOMER shall, as detailed herein, bear the sole and exclusive risks associated with any such uses.

2. PRODUCT QUANTITY. VENDOR will not be required to deliver a quantity of Product exceeding that specified in this Agreement or applicable CUSTOMER Purchase Order.

3. EXPRESS WARRANTY DISCLAIMER. CUSTOMER understands and acknowledges that the PRODUCT may contain trace impurities. Hence, the risk of determination of (a) acceptability of the PRODUCT and (b) the PRODUCT’s suitability for CUSTOMER’S use remains solely with the CUSTOMER.

4. OTHER THAN AS EXPRESSLY PROVIDED HEREIN, VENDOR MAKES NO OTHER WARRANTIES REGARDING THE PRODUCT. THE PRODUCT IS SOLD “AS IS, WHERE IS” WITH ALL FAULTS AND WITH NO WARRANTIES, INCLUDING BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR OTHERWISE, AND NO OTHER WARRANTIES WILL BE IMPLIED. FURTHER, VENDOR MAKES NO REPRESENTATIONS AND ASSUMES NO RESPONSIBILITY WHATSOEVER WITH RESPECT TO FREEDOM FROM INFRINGEMENT OF ANY PATENT AND/OR COPYRIGHT RESULTING FROM CUSTOMER’S USE OF PRODUCT OR SELLER’S INFORMATION.

5. CUSTOMER shall indemnify, defend and forever hold VENDOR and its directors, officers, employees, agents, suppliers, parents, affiliates, subsidiaries, successors and assigns harmless from any and all fines, penalties, suits, actions, claims, liabilities, judgments, costs, and expenses (including attorneys’ fees and expenses) resulting or arising from: (a) CUSTOMER’s negligent actions or omissions hereunder, or breach of any of the terms of this Contract; (b) CUSTOMER’s use, sale, handling, storage, or disposal of the PRODUCTS or any PRODUCT or waste derived therefrom; (c) CUSTOMER’s discharge or release of the PRODUCTS or any product or waste derived therefrom into water, onto land or into the air; (d) CUSTOMER’s exposing any person (including CUSTOMER’s employees) to the PRODUCTS or any PRODUCT or waste derived therefrom, including failure to warn of such exposure; The foregoing indemnification shall apply, but shall not be limited to, injury to person (including death) or damage or harm to property or the environment.

6. VENDOR SHALL NOT BE LIABLE FOR LOSS OF PROFITS, LOSS OF PRODUCTION, INDIRECT, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF NEGLIGENCE. VENDOR’S LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION ARISING OUT OF THE SALE, USE, OR NON-DELIVERY OF THE PRODUCTS OR UNDER ANY WARRANTY, IS EXPRESSLY LIMITED AT VENDOR’S OPTION.

7. CUSTOMER acknowledges that it has consulted VENDOR’s documents, including information set forth on VENDOR’s Safety Data Sheets regarding the PRODUCTS and other technical bulletins and publications containing safety, health, handling and environmental hazard information concerning PRODUCTS and their properties, that it has read and it understands such information, and that it agrees to incorporate such information into its personnel safety programs. CUSTOMER shall fully and adequately inform its employees, contractors, agents and other third parties who may become exposed to PRODUCTS after delivery to CUSTOMER hereunder, of any hazards associated with PRODUCTS, and of the proper storage, handling and use procedures for PRODUCTS, whether disclosed in such documents or in additional documents which are transmitted to CUSTOMER during the term of this Agreement. CUSTOMER acknowledges its independent obligation to fully and adequately incorporate available information, such as that supplied by VENDOR, into its product safety communications and to provide to all of its employees, contractors, agents and customers copies of such hazard communication documents. If PRODUCT is further processed, mixed or incorporated into another product, CUSTOMER shall likewise disseminate appropriate health and safety information to all persons CUSTOMER foresees may be exposed. This entire Agreement and the conduct of each part of this Agreement shall be in compliance with all federal state and local laws including, but not limited to, laws pertaining to the environment.

8. CUSTOMER agrees that it will act in an ethical manner in relation to all transactions and will not offer any enticements to any employee of VENDOR with a view toward securing favorable pricing or other treatment. VENDOR expects CUSTOMER to report to VENDOR any improper gratuities it becomes aware of, requests for improper gratuities or other unethical behavior.

9. This document represents the entire terms and conditions for use of PRODUCT between VENDOR and CUSTOMER and supersedes all prior negotiations, representations, understandings and agreements, except that the warranty and indemnification obligations contained in any prior agreements shall survive execution of these terms and conditions. If the terms of any subsequent purchase order or other document conflict with any of the terms of these terms and conditions, the terms hereof shall prevail. These terms and conditions will be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto, but it will not be transferred or assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, that VENDOR has the right to assign these terms without CUSTOMER’s consent to an affiliate of VENDOR, or to a purchaser or other successor to VENDOR’s assets or undertaking involved in the manufacture of PRODUCTS.

10. FORCE MAJEURE. Neither party shall be liable in any respect for failure to perform hereunder (except for failure to pay amounts owing hereunder) if hindered or prevented, directly or indirectly for a reason outside its reasonable control including, without limitation, war, national emergency, terrorism, riot, inadequate transportation facilities, inability to secure materials, supplies, fuel or power, shortage or non- availability of raw materials, plant breakdown, fire, flood, windstorm, explosion, accident or other act of God, strike, lockout or other labor dispute, order or act of any government, whether foreign, national or local, whether valid or invalid, or any other cause of like or different kind (a “Force Majeure Event”). If either party is unable to perform its obligations hereunder due to a Force Majeure Event, or if either party considers it likely that it may become so unable, then that party shall as soon as reasonably practicably, notify the other of the estimated extent and duration of such inability. If applicable to any specified volume amounts, any quantity of PRODUCTS so affected will be deducted from the total quantity obligation of CUSTOMER. VENDOR, during any period of shortage due to a Force Majeure Event, may allocate its available supply of PRODUCTS among its internal requirements and its customers on whatever basis VENDOR may deem fair and practical. VENDOR shall not be required to procure PRODUCT from third parties to satisfy its obligations to CUSTOMER hereunder during any period of shortage due to a Force Majeure Event.

11. These terms and conditions are governed by, and are to be construed in accordance with, the laws of the State of Texas, without regard to the conflicts of laws provisions thereof. THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS CONTRACT ARE NOT TO BE GOVERNED BY OR CONSTRUED IN ACCORDANCE WITH THE PROVISIONS OF THE CONVENTION FOR THE INTERNATIONAL SALE OF GOODS.