MARINEMAT TERMS AND CONDITIONS FOR SALE OF GOODS

1. Applicability.

(a) These terms and conditions of sale (these "Terms") are the only terms that govern

the sale of the goods ("Goods") by the seller named on the reverse side of these Terms ("Seller")

to the buyer identified in the Sales Order or Invoice ("Buyer"). BUYER IS PROHIBITED FROM

RESELLING THE GOODS AND MAY ONLY USE THE GOODS TO FABRICATE FINISHED PRODUCTS.

(b) The accompanying Sales Order (the "Sales Order" and these Terms (collectively,

this "Agreement") with the warranty identified in Section 9 comprise the entire agreement

between the parties, and supersede all prior or contemporaneous understandings, agreements,

negotiations, representations and warranties, and communications, both written and oral. These

Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether

or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does

not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or

amend these Terms.

2. Delivery.

(a) The goods will be delivered within a reasonable time after the receipt of Buyer's

purchase order, subject to availability. Seller shall not be liable for any delays, loss or damage in

transit.

(b) Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods

to Seller’s facility 151 Vollmer Ave, Oldsmar, FL, 34677, USA or at Seller’s affiliate’s facility,

Robotnicka 389, 017 01 Pavozska Bystrica, Slovak Republic (the "Delivery Point") using Seller's

standard methods for packaging and shipping such Goods. Buyer shall take delivery of the Goods

within five (5) days of Seller's written notice that the Goods have been delivered to the Delivery

Point. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably

suited for receipt of the Goods at the Delivery Point.

shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay

for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase

order.

(d) If for any reason Buyer fails to accept delivery of any of the Goods on the date

fixed pursuant to Seller's notice that the Goods have been delivered at the Delivery Point, or if

Seller is unable to deliver the Goods at the Delivery Point on such date because Buyer has not

provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the

Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered; and (iii) Seller,

at its option, may store the Goods until Buyer picks them up, whereupon Buyer shall be liable for

all related costs and expenses (including, without limitation, storage and insurance).

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3. Non-Delivery.

(a) The quantity of any installment of Goods as recorded by Seller on dispatch from

Seller's place of business is conclusive evidence of the quantity received by Buyer on delivery

unless Buyer can provide conclusive evidence proving the contrary.

(b) Any liability of Seller for non-delivery of the Goods shall be limited to replacing

the Goods within a reasonable time or adjusting the invoice respecting such Goods to reflect the

actual quantity delivered.

4. Shipping Terms/Risk of Loss/Title. All Delivery shall be made EXW, Delivery Point

(Incoterms® 2020 Rules). Seller shall not be responsible for any loss or damage to the Goods, all of which

remain with Buyer, if Seller voluntarily loads the Goods. Risk of loss to all Goods passes to Buyer EXW

Delivery Point and transfer of title to the Goods pass to Buyer upon delivery of the Goods to the Delivery

Point.

5. Amendment and Modification. These Terms may only be amended or modified in a

writing which specifically states that it amends these Terms and is signed by an authorized representative

of each party.

6. Inspection and Rejection of Nonconforming Goods.

(a) Buyer shall inspect the Goods within ten (10) days of receipt ("Inspection

Period"). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of

any Nonconforming Goods during the Inspection Period and furnishes such written evidence or

other documentation as required by Seller. "Nonconforming Goods" means only the following:

(i) product shipped is different than identified in Buyer's purchase order; or (ii) product's label or

packaging incorrectly identifies its contents.

(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole

discretion: (i) replace such Nonconforming Goods with conforming Goods; or (ii) credit or refund

the Price for such Nonconforming Goods, together with any reasonable shipping and handling

expenses incurred by Buyer in connection therewith. Buyer shall ship, at its expense and risk of

loss, the Nonconforming Goods to Seller's facility identified in the Sales Order or as otherwise

communicated by Seller to Buyer. If Seller exercises its option to replace Nonconforming Goods,

Seller shall, after receiving Buyer's shipment of Nonconforming Goods, ship to Buyer pursuant to

Section 4, at Buyer's expense and risk of loss, the replaced Goods to the Delivery Point.

Buyer's exclusive remedies for the delivery of Nonconforming Goods. Except as provided under

Section 6(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to

return Goods purchased under this Agreement to Seller.

7. Price.

(a) Buyer shall purchase the Goods from Seller at the price(s) (the "Price") set forth

in the Sales Order. If the Price should be increased by Seller before delivery of the Goods, then

Seller shall contact Buyer informing Buyer of the Price increase and Buyer shall have the option

to continue with the Sales Order under the new Price or cancel the Sales Order. If Buyer elects to

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continue with the Sales Order, then these Terms shall be construed as if the increased prices were

originally inserted herein, and Buyer shall be billed by Seller on the basis of such increased prices.

(b) All Prices are exclusive of all sales, use and excise taxes, and any other similar

taxes, duties, and charges of any kind, including VAT, imposed by any Governmental Authority on

any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs and taxes;

provided that Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller's

income, revenues, gross receipts, personnel or real or personal property or other assets.

8. Payment Terms.

(a) Buyer shall pay all invoiced amounts due to Seller the earlier of the date

indicated on the invoice or immediately before the delivery of the Goods. Buyer shall make all

payments hereunder in US dollars by wire transfer, check or other mutually agreeable payment

methods. Seller shall provide Buyer wire transfer instructions upon Buyer’s request, but Buyer

must contact Seller by phone at 1-813-749-7112 to verify such instructions before sending any

wire.

(b) Buyer shall pay interest on all late payments at the lesser of the rate of 1.5% per

month, or if lower, the highest rate permissible under applicable law, calculated daily and

compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting any late

payments, including, without limitation, attorneys' fees. In addition to all other remedies available

under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder),

Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts

when due hereunder.

any set-off of any claim or dispute with Seller, whether relating to Seller's breach, bankruptcy or

otherwise.

9. Limited Warranty. The warranty appearing on Seller’s Website

(https://www.marinemat.net/warranty.html) at the time of the delivery of the Goods to Buyer is the

warranty applicable to the Goods, including all disclaimers and exclusions contained therein (“Warranty”).

10. Limitation of Liability.

(a) IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY

LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL,

INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT

OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF

WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF

ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

(b) IN NO EVENT SHALL SELLER'S AGGREGATE LIABILITY ARISING OUT OF, OR

RELATED TO, THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF

CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE

AMOUNTS PAID TO SELLER FOR THE GOODS SOLD HEREUNDER.

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liability resulting from Seller's gross negligence or willful misconduct; and (ii) death or bodily

injury resulting from Seller’s acts or omissions.

11. Compliance with Law. Buyer shall comply with all applicable laws, regulations, and

ordinances. Buyer shall maintain in effect all the licenses, permissions, authorizations, consents, and

permits that it needs to carry out its obligations under this Agreement. Buyer shall comply with all export

and import laws of all countries involved in the sale of the Goods under this Agreement or any resale of

the Goods by Buyer. Buyer assumes all responsibility for shipments of Goods requiring any government

import clearance. Seller may terminate this Agreement if any governmental authority imposes

antidumping or countervailing duties or any other penalties on Goods.

12. Termination. In addition to any remedies that may be provided under these Terms, Seller

may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (i) fails to

pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any

of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences

or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or

assignment for the benefit of creditors.

13. Waiver. No waiver by Seller of any of the provisions of this Agreement is effective unless

explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right,

remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver

thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any

other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

14. Confidential Information. All non-public, confidential or proprietary information of Seller,

including, but not limited, to specifications, samples, patterns, designs, plans, drawings, documents, data,

business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether

disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not

marked, designated or otherwise identified as "confidential" in connection with this Agreement is

confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless

authorized in advance by Seller in writing. Upon Seller's request, Buyer shall promptly return all

documents and other materials received from Seller. Seller shall be entitled to injunctive relief for any

violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b)

known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis

from a third party.

15. Force Majeure. No party shall be liable or responsible to the other party, nor be deemed

to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing

any term of this Agreement (except for any obligations of Buyer to make payments to Seller hereunder),

when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's

("Impacted Party") control, including, without limitation, the following force majeure events ("Force

Majeure Event(s)"): (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities

(whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order,

law or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or

regional emergency; and (g) shortage of materials used to manufacture the Goods. The Impacted Party

shall resume the performance of its obligations as soon as reasonably practicable after the removal of the

cause.

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16. Assignment. Buyer shall not assign any of its rights or delegate any of its obligations under

this Agreement without the prior written consent of Seller. Any purported assignment or delegation in

violation of this Section is null and void. No assignment or delegation relieves Buyer of any of its

obligations under this Agreement.

17. Relationship of the Parties. The relationship between the parties is that of independent

contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership,

joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties,

and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

18. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto

and their respective successors and permitted assigns and nothing herein, express or implied, is intended

to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any

nature whatsoever under or by reason of these Terms.

19. Governing Law. This Agreement and all related documents, including all exhibits attached

hereto, and all matters arising out of, or relating to, this Agreement, whether sounding in contract, tort,

or statute are governed by, and construed in accordance with, the laws of the State of Florida, United

States of America (including its statutes of limitations), without giving effect to the conflict of laws

provisions thereof to the extent such principles or rules would require or permit the application of the

laws of any jurisdiction other than those of the State of Florida. The parties agree that the United Nations

Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

20. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating

to this Agreement shall be instituted exclusively in the United States District Court, Middle District of

Florida, Tampa Division, or the courts of the State of Florida in each case located in the City of Clearwater

and County of Pinellas, and each party irrevocably submits to the exclusive jurisdiction of such courts in

any such suit, action or proceeding.

21. Notices. All notices, requests, consents, claims, demands, waivers, and other

communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the

addresses set forth on the face of the Sales Order or to such other address that may be designated by the

receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized

overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or

certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise

provided in this Agreement, a Notice is effective only: (a) upon receipt of the receiving party; and (b) if

the party giving the Notice has complied with the requirements of this Section.

22. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable

in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision

of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

23. License. Upon payment for the Goods in their entirety, Buyer is granted a non-exclusive,

non-transferable, non-assignable, revocable limited license to use Buyer’s MARINEMAT trademarks

located Here and Here (“Trademarks”) solely to advertise and promote the sale of finished products

fabricated from the Goods. Buyer shall abide by the Trademark Usage Guidelines included at

https://www.marinemat.net/terms-conditions.html when using the Trademarks. Buyer is prohibited

from incorporating the Trademarks, including any trademarks similar thereto, into Buyer’s tradename or

domain name. Buyer acknowledges and agrees that Seller or Seller’s licensors are the sole and exclusive

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owner of the Trademarks, and Buyer’s use of the Trademarks and all goodwill embodied therein will inure

exclusively to Seller’s benefit. Buyer shall not challenge the ownership or validity of the Trademarks or

assist others in doing so. Buyer shall not seek to register the Trademarks or any trademarks similar to the

Trademarks in any jurisdiction throughout the world. Seller shall cooperate with Buyer to the extent that

the Buyer requests any documentation or information to assist in the registration or maintenance of the

Trademarks in Buyer’s jurisdiction. Seller may terminate the license granted in this Section, at any time,

in its sole discretion, without prior notice, liability or penalty. Upon termination of the license granted

herein, Buyer shall immediately cease and desist from using the Trademarks. Buyer acknowledges and

agrees that Seller will suffer irreparable harm for which an award of monetary damages would not be

adequate compensation should Buyer breach this Section and that Seller shall be entitled to equitable

relief, including injunctive relief that may be available from any court with posting a bond of no more than

$1,000 US.

24. Survival. Provisions of these Terms which by their nature should apply beyond their terms

will remain in force after any termination or expiration of this Agreement including, but not limited to,

the following provisions: Insurance, Compliance with Laws, Confidential Information, Governing Law,

Submission to Jurisdiction and Survival.