CUSTOMER AGREEMENT ON TERMS OF SALES Customer Name :Date :The Customer is a : Sole Proprietor Partnership Corporation LLC Other This Agreement is made on the date written above between the customer named above (“Customer”) and C-Bond Systems, LLC (“C-Bond”) to establish the terms on which they will buy and sell products and do business with one another. All sales by C-Bond to the Customer are subject to this agreement.This Agreement sets the terms that will apply to each purchase, and be a part of, any Sales Contract into which C-Bond and the Customer may enter.1. Sales and Sales Contracts Customer may submit orders to C-Bond at prices quoted by C-Bond. C-Bond may accept or reject any order in its sole discretion. A binding contract will arise only when C-Bond con rms Customer’s order or begins execution of Customer’s order. C-Bond will provide Customer with an existing price structure for all products and C-Bond will not change prices without day written notice to Customer. This Agreement and C-Bond's invoice for the sale of those goods constitute the entire "Sales Contract." No C-Bond employee has the authority to change or amend the terms of this Agreement or any Sales Contract, or to provide special discounts or rebates without speci c written authorization signed by an o cer of C-Bond.2. Manufacturers Imposed Resale Price Policy Dealers are required to sell C-Bond products at the published Manufacturer Suggested Retail Pricing (MSRP). Estimates, quotes or sales above the Manufacturer Suggested Retail Price (MSRP) will be determined to be immediate grounds for termination of the Customer Agreement, unless previously approved in writing by an o cer of C-Bond Systems.No C-Bond employee has authority to change C-Bond's MSRP pricing without speci c written authorization from a C-Bond o cer. A Dealer is free to set the retail price of C-Bond products it sells at MSRP, special discount or rebate prices at its own discretion.the entire "Sales Contract." No C-Bond employee has the authority to change or amend the terms of this Agreement or any Sales Contract, or to provide special discounts or rebates without speci c written authorization signed by an o cer of C-Bond.3. Delivery and Risk of Loss The risk of loss of all goods purchased by Customer passes to Customer when the goods are loaded on the carrier’s or Customer’s vehicle at C-Bond’s facility. Customer is solely responsible for ling any claims for loss, damage or delay with carriers. Delivery dates or other times of performance are non-binding estimates and are subject to applicable lead times for the goods ordered. Partial deliveries are permitted.authority to change C-Bond's MSRP pricing without speci c written authorization from a C-Bond o cer. A Dealer is free to set the retail price of C-Bond products it sells at MSRP, special discount or rebate prices at its own discretion.the entire "Sales Contract." No C-Bond employee has the authority to change or amend the terms of this Agreement or any Sales Contract, or to provide special discounts or rebates without speci c written authorization signed by an o cer of C-Bond.4. Payment and Credit Customer will pay for all goods ordered on its behalf and delivered by C-Bond on the terms printed on C-Bond’s invoice or con rmation. C-Bond payment terms are independent and non-contingent on any contractual agreement between the Customer and a third party. C-Bond may establish credit terms for Customer, and may change those terms, create or change credit limits or cease extending credit from time to time in its sole discretion.5. Shipping and Taxes Prices quoted by C-Bond do not include (and Customer will pay) all packing, shipping, handling, taxes, taris, or fees of any kind which may be levied or imposed on either party in connection with the sale (except income taxes on C-Bond’s income from the sale).6. Late Payments: Consequences and Cost of Enforcement If Customer fails to make a payment when due, this constitutes a material breach of this Agreement and the Sales Contract and: (a) C-Bond has the right to immediately void the Customer Agreement (b) all amounts outstanding from Customer to C-Bond will become due immediately; and (c) C-Bond has the right to cancel any pending orders; and (d) Customer will pay interest on all amounts outstanding to C-Bond at a rate equal to the lesser of ½ per month or the highest rate permitted by applicable law, all without prejudice to any other rights C-Bond may have, including any right to claim actual damages. If Customer’s bank returns a Customer check for non-su cient funds (“NSF”), Customer is required to pay the amount due and all additional charges immediately, including but not limited to NSF and other bank fees. Customer will pay all costs of collection of any amounts due to C-Bond, including court costs, reasonable attorney’s fees and other expenses.7. No Sales for Resale Except as expressly provided in this Section , Customer will sell goods purchased from C-Bond only to end users, and not to any party who resells the product to others. Customer is permitted to sell to: (a) general contractors or other intermediaries on a project for which Customer installs the C-Bond product; and (b) other business entities that are controlled by, or under common control with Customer; and (c) other businesses if C-Bond may approve in writing after a written request from Customer, with the understanding that C-Bond may approve or reject such a request in its sole discretion.8. End User Warranty; Indemnity (a) C-Bond’s Warranty to End Users. C-Bond provides limited warranties to end users, which may change from time to time. C-Bond will provide Customer with the warranties and warranty registration materials that are in eect from time to time. (b) Customer’s Obligations for Warranty Documents. Customer will provide copies of C-Bond’s warranty and warranty registration materials to its customers, and will help its customers to complete the warranty registration form and return it to C-Bond, including providing its customers with a correct invoice to submit to C-Bond with the warranty registration form. (c) C-Bond’s Obligation for Customer Warranty Claims. C-Bond agrees with the Customer that, if an end user that (i) purchased C-Bond product(s) from Customer; and (ii) submitted a completed warranty registration form makes a warranty claim, C-Bond will evaluate the warranty claim in good faith. If C-Bond determines that the claim is valid, C-Bond will honor its warranty obligations to the end user, will reimburse Customer for the direct labor cost that it incurs in performing warranty work with respect to that claim at the rate that the Customer normally charges for labor plus , and in cases where the Customer purchased only C-Bond solution from C-Bond, will reimburse Customer at its direct out-of-pocket cost for lm that it uses to perform the warranty work. (d) Customer’s Obligation to C-Bond. Customer understands that C-Bond’s warranty to end users does not cover defective installation, including failure by Customer to follow industry best practices or C-Bond’s installation instructions. Customer will not make any claim, representation or warranty for C-Bond or its products beyond what is included in C-Bond’s promotional materials, Customer will comply with all applicable laws, regulations and codes, in particular but not limited to those relating to safety and environmental protection. Customer will be responsible to its customers for its installation of C-Bond products and will honor that responsibility. (e) Mutual Indemnity. Each of C-Bond and Customer will indemnify and hold harmless each other, and each of their respective directors, managers, o cers, shareholders, members, agents and employees, against any loss, liability, demand, damage, claim, action, suit, proceeding or expenses (including, without limitation, reasonable legal fees) directly or indirectly relating to, arising from or in connection with a failure to comply with the obligations in paragraphs (b), (c) and (d) above. The Customer agrees, to the fullest extent permitted by law, to indemnify and hold harmless C-Bond, its o cers, directors, managers, employees and agents from and against any loss, liabilities, damages, demand, claim, action, suit or proceeding of or by any third party and costs (including without limitation reasonable attorney’s fees and costs of defense) arising out of the death or bodily injury to any person or the destruction or damage to any property, to the extent caused, during the performance of Services under this Agreement, by the negligent acts, errors or omissions of the Customer, the Customer’s contractors or anyone for whom the Customer is legally responsible. C-Bond agrees, to the fullest extent permitted by law, to indemnify and hold harmless the Customer, its o cers, directors, employees and agents from any loss, liabilities, damages, demand, claim, action, suit or proceeding of or by any third party and costs (including without limitation reasonable attorney’s fees and costs of defense) to the extent caused by the negligent acts, errors or omissions of C-Bond or anyone for whom C-Bond is legally responsible. 9. Limits on Warranties and Damages (a) C-Bond warrants to the Customer only that the goods will be as described on the written order con rmation (or invoice), subject to tolerances and variations consistent with usages of the trade and with tolerances and variations stated in C-Bond’s product literature and web site. C-Bond’s sole liability under warranty or contract, or on any other basis, is limited to either replacement of the goods or a refund of the purchase price actually paid by Customer, at C-Bond’s sole option. No C-Bond employee has authority to change C-Bond's warranties without speci c written authorization from a C-Bond o cer. Customer acknowledges that C-Bond’s limited warranties for end users do not apply to Customer. (b) C-Bond will have no liability for any claim or damage resulting from the improper use, installation, processing or treatment of the goods. (c) C-Bond will not be liable under any theory of relief, including, without limitation, breach of warranty, breach of contract, tort (including negligence), strict liability, of otherwise, arising out of or related to customer’s order or C-Bond’s acts or omissions, for: (i) Incidental, special, or consequential damages of any nature, including, without limitation, loss of pro ts, damage to property, or loss of use; or (ii) any damage or loss in excess of the purchase price actually paid by Customer as stated under the warranty. Any action by Customer must be commenced within one year after the cause of action has occrued. (d) Nothing in this Section excludes or restricts liability for death or personal injury resulting from either party’s negligence. 10 . Delivery Discrepancies and Claims Customer will inspect each delivery from C-Bond, and will notify C-Bond of, and will note in writing on the bill of lading any discrepancies between the delivery and the bill of lading, and will sign the note and have the driver sign the note, before the driver leaves Customer's premises; otherwise C-Bond will not give credit for any discrepancies. 11 . Security Interest (a) Customer grants to C-Bond a security interest in all goods sold by C-Bond to Customer, and all proceeds and products thereof, to secure payment of the price of such goods and the interest and costs of collection described in Section above. This security interest is a purchase money security interest. Customer authorizes C-Bond to le nancing statements in connection with this security interest. (b) C-Bond will be a direct and intended third party bene ciary of any construction lien, mechanic’s lien, or similar lien led and/or recorded by Customer and/or claims made by Customer under any bond related to the purchase or installation of C-Bond products, and C-Bond will have a direct right in any proceeds paid relative to the lien. 12 . Relationship; No Authority Customer will not be an agent, partner, or employee of C-Bond. Customer will have no authority, and will not suggest or represent that it has any authority, to enter into any agreement, make any representation, or assume or create any obligation or commitment on behalf of C-Bond.13 . No Commitment to Sell; Termination (a) This Agreement does not create any obligation on Customer to buy from C-Bond, or any obligation on C-Bond to sell to Customer. (b) Either party may terminate this Agreement at any time in its sole discretion, but this Agreement will continue to apply to any Sales Contracts that remain to be performed at the time of termination. 14. Other Provisions (a) Waivers. If either party waives a breach of this Agreement or a Sales Contract (whether expressly or by its action or inaction), that waiver applies only to the speci c breach that has occurred, and does not mean that any future (or past) breaches are also waived, even if they are similar to the breach that was waived. If either party grants an extension of time for performance of any obligation or other action under the Contract, that extension applies only to the speci c obligation or action, and not to any other obligations or actions, past present or future. (b) Bankruptcy. If Customer becomes insolvent, les a voluntary bankruptcy proceeding, or has an involuntary bankruptcy petition led against it without obtaining discharge of that petition within days, or has a receiver appointed over all or any of its assets, then C-Bond will have the right to terminate all orders and contracts by notifying Customer to that eect, without prejudice to C-Bond’s right to payment of the price of delivered goods and any damages C-Bond might suer. (c) Governing Law. The Agreement will be governed by the laws of the State of Texas. (d) Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or relating to the Agreement or the transactions contemplated by the Agreement must be instituted only in a Texas state court in Harris County, Texas or the U.S District Court for the Southern District of Texas, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding, except that C-Bond may bring litigation in the courts of Customer’s location. The parties irrevocably and unconditionally waive any objection to venue in such courts and irrevocably waive and agree not to plead or claim that any or proceeding brought in any such court has been brought in an inconvenient forum. (e) Fees and Costs in Litigation. In the event of any litigation under or relating in any way to this Agreement or any transaction contemplated by this Agreement, then the breaching party or party that is determined to be at fault will pay to the other party all (i) costs, (ii) reasonable attorneys’ fees, and (iii) reasonable charges of experts, investigators and other agents incurred in connection with the dispute. (f) Force Majeure. C-Bond will not be liable or responsible to Customer, nor be deemed to have defaulted under or breached this Agreement or any Sales Contract, for any failure or delay in ful lling or performing any term of the Agreement when and to the extent such failure or delay is caused by or results from acts beyond C-Bond’s control, including, without limitation: (a) acts of God (including weather events); (b) ood, re or explosion; (c) war (whether declared or not) or invasion, or other military action, terrorist threats or acts, riot or other civil unrest; (d) any action or order by any governmental authority; (e) strikes, labor stoppages or slowdowns or other industrial disturbances; and (f) shortage of adequate power or transportation facilities. C-Bond will promptly provide notice to Customer of the force majeure event, stating the period of time the occurrence is expected to continue and will use commercially reasonable eorts to end the failure or delay and to minimize the eects of the force majeure event. (g) Limits on Assignment. Customer may not assign, delegate or otherwise transfer any of its rights or obligations under this Agreement or any Sales Contract without C-Bond’s prior written consent. C-Bond will review the request using its normal practices for evaluating prospective dealers, including but not limited to, credit, market size, market location and product oerings. No assignment or delegation by Customer will relieve Customer of any obligations under the Agreement. The Agreement will be binding upon the parties hereto and their respective successors and permitted assigns. (h) Severability. The parties desire and intend that all of the provisions of this Agreement be enforceable to the fullest extent permitted by law. If any provision of this Agreement or the application thereof to any person or circumstances is, to any extent, construed to be illegal, invalid or unenforceable, in whole or in part, then such provision will be construed in a manner to permit its enforceability under applicable law to the fullest extent permitted by law. In any case, the remaining terms of this Agreement or the application thereof to any person or circumstance other than those which have been held illegal, invalid or unenforceable will remain in full force and eect. (i) Headings. The headings contained in this Agreement are for ease of reference only, and will not aect the meaning or interpretation of this Agreement. (j) Entire Agreement; Amendments. This Agreement constitutes the entire agreement of the parties with respect to purchase and sale of goods, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter of this Agreement; provided, however, that any written con dentiality agreement between the parties remains in full force and eect. BY SIGNING THIS APPLICATION/AGREEMENT, CUSTOMER AGREES TO ALL OF THE PROVISIONS HEREIN, AND REPRESENTS AND WARRANTS TO CBOND THAT IT HAS CAREFULLY REVIEWED THIS ENTIRE FORM, AND THAT THIS APPLICATION/AGREEMENT IS SIGNED BY A DULY AUTHORIZED REPRESENTATIVE OF CUSTOMER. To evidence their agreement, the parties have caused their authorized representatives to sign this Agreement on thisday of20Print Customer NamePrint Company NameSignature of Authorized PersonSignature of Authorized PersonPrint Title of Authorized PersonPrint Title of Authorized Person
