GENERAL TERMS OF SALE

SPARE PARTS (as of January 2026)

These Terms are entered into between Mark VII Equipment, Inc. (“Mark VII”) and the buyer
(“Buyer”) identified on the purchase order form attached to these Terms (“PO”) attached. These
Terms and the PO are collectively referred to as this “Agreement”. This Agreement shall not be
binding unless and until the applicable PO is accepted by Mark VII.

1. Purchase Price. Buyer agrees to purchase from Mark VII the spare parts (“Goods”) identified on the PO for the prices set forth in Mark VII’s then-current pricing list (and/or quotation given to Buyer) (the “Purchase Price”). Buyer shall not resell any Goods without the prior written consent of Mark VII. Buyer shall pay the Purchase Price without setoff or deduction. The total Purchase Price for Goods hereunder excludes any excise, sales, use or like taxes, as reflected in the PO. All payments shall be made in U.S. dollars.
   
   
2. Payment Terms. The Purchase Prices are subject to change without notice. All amounts due under each PO will be invoiced in accordance with then-current prices as of shipment date for Goods. Changes to an accepted PO requested by the Buyer after Mark VII has accepted such PO will be subject to a $100 fee.
   
   
3. Taxes and Other Rights. Buyer shall be responsible for remitting to Mark VII, along with the Purchase Price, all applicable sales tax or use tax (or any tax in lieu of such taxes) arising from the purchase and sale of Goods hereunder.
   
   
4. Delivery Terms. Unless otherwise specified on the PO, Mark VII shall be responsible for selecting the shipping carrier and having the Goods delivered to Buyer at the address set forth in the PO, provided however, Buyer shall be solely responsible for all costs of shipping and transport of the Goods. In addition, a handling fee will be applied to each order to cover crating, loading, drayage and unloading services. Handling fees as of the Effective Date are as follows (subject to change):
   1. Small/Medium Boxes: $8 for the first box, plus $4 for each additional box.
   2. Large Boxes: $12 for the first box, plus $6 for each additional box.
   3. Freight Pallets:
      1. Small pallet: $25
      2. Medium pallet: $50
      3. Large pallet: $150
      4. Custom crate: $270
         
         
5. Inspection and Risk of Loss. Buyer agrees to inspect all Goods promptly after the Delivery Date and prior to use of any Goods, and risk of loss to all Goods shall transfer to Buyer upon the Delivery Date. Claims for damaged or defective Goods or shortages must be made to Mark VII at its home office within ten (10) calendar days after the applicable Delivery Date. 
   
   
6. Title and Security Interest. title to the Goods herein shall remain with Mark VII until the Purchase Price is paid in full by Buyer. If title is determined to have transferred to Buyer, Buyer hereby grants Mark VII a security interest in the Goods until the purchase price is paid in full by Buyer and agrees to execute all instruments in connection therewith. Buyer shall keep Goods free of liens and maintain insurance on the Goods until it pays the Purchase Price in full.
   
   
7. Indemnification. Buyer agrees to hold Mark VII and its assigns harmless from any and all liability, claims, and judgments, including costs and all legal fees, for (i) all injury or damage to property or persons caused in any manner by the use of Goods, and (ii) any claim that the Goods fail to conform with any warranty other than those expressly set forth herein.
   
   
8. Nonpayment. The acceptance by Mark VII or its assignees of any payment hereunder after the same is due shall not constitute a waiver of any provision of this Agreement or of any further default. If any payment is not made at the time and in the manner herein provided, Mark VII or its assignees shall have the option (a) to declare the entire Purchase Price or balance thereof immediately due and payable, (b) retain any deposit held by Mark VII as liquidated damages, and not a penalty, for breach of contract, (c) retake possession of the Goods, (d) revoke any discounts, including the reinstatement of any price increase with respect to the Goods which has not been passed on to Buyer, and (e) charge Buyer 1.5% interest per month on the unpaid balance (or such lower rate as may be the maximum allowable by law).
   
   
9. Warranties. Mark VII warrants that for a period of 30 days after delivery of Goods to Buyer, the Goods shall be new and free of defect in workmanship and materials. Mark VII’s SOLE OBLIGATION and Buyer’s SOLE REMEDY in the event of a defect covered by this warranty will be, at Mark VII’s option, to (a) replace the defective Good, or (b) refund the purchase price paid for such defective Good.
   
   
10. Returns. Except as otherwise set forth herein, or unless different terms are agreed by the parties in writing, all Goods sales are final at time that Buyer accepts the Goods. If Mark VII agrees to accept any return of Goods, such return shall be subject to a twenty-five percent (25%) restocking fee, which fee shall be deducted from any refund provided by Mark VII to Buyer in respect of such returned Goods. Goods that have been used or modified in any way by Buyer may not be returned. Buyer shall pay all costs in connection with re-shipping any Goods to Mark VII, unless the Goods were returned for a Mark VII warranty-covered problem, or were shipped in error by Mark VII. Mark VII may refuse any returned Goods that are used or modified by Buyer or damaged due to improper packing or other mistreatment.
    
    
11. DISCLAIMER OF WARRANTY. EXCEPT AS EXPLICITLY SET FORTH HEREIN, NEITHER MARK VII NOR ANY THIRD PARTY MANUFACTURER OF GOODS MAKES ANY WARRANTY AS TO GOODS SOLD HEREUNDER. THE PARTIES ACKNOWLEDGE THAT NEITHER MARK VII NOR THE THIRD-PARTY MANUFACTURER OF ANY GOODS MAKES ANY WARRANTY THAT GOODS SOLD UNDER THIS AGREEMENT WILL PERFORM TO ANY PARTICULAR LEVEL OF PERFORMANCE. MARK VII EXPRESSLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY LAW, CUSTOM, CONDUCT, USAGE OR TRADE.
    
    
12. LIMITATIONS OF REMEDIES. IN NO EVENT WILL MARK VII (I) BE RESPONSIBLE FOR ANY OTHER DAMAGES, EITHER DIRECT, INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL, INCLUDING (WITHOUT LIMITING THE GENERALITY OF THIS PROVISION), LOSS OF RUNNING TIME, INCONVENIENCE, LOSS OF INCOME, LOSS OF PROFITS, LOSS OF USE, OR PERSONAL INJURY, OR (II) BE LIABLE FOR ANY DAMAGES ARISING OUT OF THIS AGREEMENT IN EXCESS OF THE PURCHASE PRICE OF THE GOOD GIVING RISE TO THE APPLICABLE CLAIM.
    
    
13. Dispute Resolution, Jurisdiction. Any controversy or claim arising out of, or relating to, this Agreement (or any modification hereof) or any sales pursuant to this Agreement including, but not limited to, the interpretation, performance or breach of this Agreement and any claim for damages, rescission or indemnification, if raised by Buyer shall be settled by arbitration in Denver, Colorado, USA, in accordance with the Commercial Arbitration Rules then obtaining of the American Arbitration Association or its successors. Any such controversy or claim, if raised by Mark VII, may at Mark VII’s sole option, be settled by arbitration or by a claim filed in the state or federal courts within Colorado. Any arbitration award shall be final and binding on the parties and may be entered and enforced in any court of competent jurisdiction.
    
    The parties consent to the jurisdiction of the state courts of Colorado and of the United States District Court for the District of Colorado, in connection with (and for all purposes relating to) such arbitration or litigation. The parties consent that any process or notice of motion or other application to any of said courts, and any document in connection with such arbitration may be served by certified mail (return receipt requested), by personal service or in such other manner as may be permissible under the rules of the applicable court or arbitration tribunal, provided that the notices are sent by first-class U.S. Mail to the billing address of Buyer or mailing address of Mark VII appearing herein, and further provided that reasonable time for appearance is allowed. The parties further agree that any arbitration proceeding must be instituted within two calendar years of any alleged breach or other wrongful conduct, notwithstanding any longer periods that may be provided by otherwise applicable law, and that the failure to institute arbitration proceedings within such period shall constitute an absolute bar to the institution of any proceedings and a waiver of all claims.
    
    
14. Governing Law, Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. Absent arbitration pursuant to the preceding section, the state or federal courts within Colorado will have exclusive jurisdiction and venue of all disputes arising in connection with this Agreement; and each Party hereto expressly agrees to and does hereby submit to the jurisdiction and venue of such courts.
    
    
15. IP Rights. Mark VII retains all right, title and interest in and to all IP Rights in the Goods, including all IP Rights in and to all documentation, designs, drawings, samples, specifications, publications, schedules and data supplied by or for Mark VII relating to the Goods (collectively, “Mark VII Property”), and all improvements to and derivative works of any of the foregoing. Buyer shall not (and shall ensure that its representatives and affiliates do not) reverse engineer, decompile or disassemble the Goods. “IP Rights” means all industrial and intellectual property rights of every kind, including without limitation all compilations, derivative works, improvements, modifications and revisions thereof, whether published or unpublished, and whether or not copyrightable, patentable or otherwise subject to legal protection, including trade secret, anywhere in the world, in whatever form or media, including (a) copyrightable works, copyrights (and applications), and moral rights, (b) mask works, (c) patentable technology and business methods, patents (and applications), designs, devices, discoveries, improvements, inventions, methodologies, procedures, products, recipes, and research and development, (d) service marks (and applications), trade dress, trademarks (and applications) and trade names, and (e) algorithms, business methods, compositions, concepts, data, domain names, formulae, graphics, ideas, instructions, inventions, know-how, trade secrets, licenses, logos and designs, marketing materials, user interfaces and all other technology, and all documentation and media constituting, describing or arising out of, incidental to or related to the foregoing, including manuals, memoranda and records.
    
    
16. Termination. In addition to any other right of termination that Mark VII may have under these Terms, Mark VII may terminate any unfilled PO, in whole or in part, by written notice to Buyer due to: (a) Buyer’s breach of any of the terms and conditions of this Agreement, or (b) Buyer’s filing a petition of any type as to its bankruptcy, being declared bankrupt, becoming insolvent, making an assignment for the benefit of creditors or going into liquidation or receivership. If Buyer cancels an PO (in whole or in part), Buyer agrees to indemnify and hold Mark VII harmless from any amounts due or damages incurred by Mark VII to third parties as a result of the termination
    
    
17. Entire Agreement. This Agreement expresses the entire understanding of the parties with reference to the subject matter hereof, and there is no other understanding, agreement, representations, or warranty, express or implied, statutory or otherwise, in any way limiting, extending, defining or relating to the provisions hereof. No agreement altering, modifying or extending the terms of this Agreement shall be valid unless in writing signed by duly authorized representatives of both Mark VII and Buyer. After acceptance by Mark VII, this Agreement cannot be canceled, altered or modified without the prior written consent of Mark VII.
    
    
18. Remedies, No Waiver. No failure by Mark VII to insist upon strict compliance by Buyer or to exercise its rights shall be construed as a waiver of such rights on any other occasion or in any other circumstance.
    
    
19. Severability and Survivability. If any provision of this Agreement is found to be unenforceable under any applicable laws or regulations, such provision shall be deemed modified to permit enforcement to the maximum extent permissible by law or, if such modification is not permissible under applicable law notwithstanding this provision, then shall be deemed stricken from this Agreement. Invalidity or un-enforceability of any provision shall not affect the enforceability of any other provision in this Agreement.