These Terms and Conditions (the “Terms”) are mutually agreed upon by Maple Haus Manufacturing LLC. a Florida corporation, having its principal offices at 3360 NW 110th St, Miami, FL 33167 (“Manufacturer”) and Customer (defined below) and are applicable to all sales and deliveries. These Terms, which accompany an invoice (the “Invoice”), govern the relationship between the Manufacturer and the customer(s) stated on the Invoice (“Customer”) (Manufacturer and Customer are collectively referred to as the “Parties” and each, individually, as a “Party”) (the Invoice and these Terms are collectively referred to as the “Agreement”). Customer’s execution of the Invoice, acceptance of delivery, or making of any payment expresses its intent to be bound by and adhere to this Agreement.

Sale of Goods. Manufacturer is a merchant engaged in the business of supplying goods and related services, and Customer wishes to purchase the goods and any identified related services listed on the Invoice (the “Products”). The predominant subject matter of this Agreement is the

sale of goods, notwithstanding any related services included in the Products.

Price & Payment. Customer agrees to pay the Total Project Cost (as defined in the Invoice), according to the below schedule (“Payment Schedule”):

—% due immediately upon signing the Invoice (the “Initial Payment”). This deposit is required to secure the order and initiate the design process.

—% due at the start of production of the Products, as identified by Manufacturer.

—% due prior to delivery of the Products. Final and full payment is a condition precedent to delivery.

Payments shall be made via credit or debit card (VISA or Mastercard), ACH payment, cashier’s check, wire transfer, or any other method mutually agreed upon between Manufacturer and Customer. Payment through American Express is not accepted. If Manufacturer moves to the next phase of production before any respective payment is made, such production acceleration does not constitute a waiver of any of these Terms. If payment is not made by Customer to Manufacturer within 5 days of Manufacturer providing notice to Customer, a 5% penalty shall be added to the un-paid balance of the above-referenced Total Project Cost every week thereafter (inclusive of any prior penalty payments) until all amounts then due and owing by Customer are paid in full to Manufacturer.

Design. Manufacturer will commence design of the Products only upon Manufacturer’s receipt of the Initial Payment. Manufacturer will create an initial design (“Initial Design”) for the Products, based on the attached Design Sheet. If no Design Sheet is attached, the Initial Design will be based on prior discussions with Customer. Manufacturer and Customer will work together in good faith to incorporate any reasonable revisions to the Initial Design requested by Customer. Each delivery of a revised design by Manufacturer to Customer constitutes a “Design Revision.” Customer is permitted to request Design Revisions, without additional charge, up to the number of Design Revisions specified on the Invoice, unless otherwise expressly agreed to by Manufacturer in writing. For each Design Revision that is in excess of the number of Design Revisions specified in the Invoice, Customer shall promptly pay Manufacturer a commercially reasonable redesign fee that is determined by Manufacturer in its sole discretion to cover the additional direct and indirect costs incurred by Manufacturer in producing any such Design Revisions. Both Manufacturer and Customer must agree to either the Initial Design or a Design Revision to constitute the “Final Design,” the approval for which shall be in writing, signed by Customer, and emailed to Manufacturer.

Change Orders. During the period after the Effective Date of the Invoice and five days before Manufacturer orders the Product materials, either Manufacturer or Customer may submit a request to modify the Final Design (“Change Order”). If a Change Order is submitted by Customer,

Customer shall be responsible for all direct and indirect costs incurred by Manufacturer from the date the Final Design was accepted, as applicable. Customer and Manufacturer will discuss in good faith a Design Revision consistent with Customer’s request, at Customer’s additional expense.

Notwithstanding anything herein to the contrary, if a Change Order is submitted by Manufacturer due to any unforeseen circumstances that arise in the manufacturing process, Manufacturer will also submit to Customer a Design Revision consistent with revisions necessary to avoid such production defects, for Customer’s acceptance, not to be unreasonably withheld, conditioned, or delayed.

Upon acceptance of a Design Revision, Manufacturer will re-price the Invoice consistent with the agreed upon Design Revision. If the Total Project Cost is lower than originally agreed upon by the Parties, no refund will be issued, but future payments will be reduced accordingly under the Payment Schedule. If the Total Project Cost is higher than originally agreed upon, the Payment Schedule shall be recalculated, and Customer shall promptly pay to Manufacturer any amounts due and owing to Manufacturer that were not previously paid.

Cancellation. At any point before Manufacturer begins production of the Products, Customer may terminate the Invoice, and cancel delivery of the Products, by written notice and payment of 50% of the remaining un-paid balance of the Total Project Cost to Manufacturer. After Manufacturer begins production, Customer may terminate the Invoice, and cancel delivery of the Products, by written notice and payment of 100% of the remaining un-paid balance of the Total Project Cost to Manufacturer. Customer acknowledges such cancellation fees are intended

to cover costs incurred by Manufacturer as a result of the cancellation including, without limitation, storage, reconfiguration, and repurposing. Customer further acknowledges such cancellation fees are not a penalty, but a reasonable estimate of the costs and losses Manufacturer is likely to incur due to cancellation. Manufacturer may terminate the Invoice at any time and for any reason.

Projected Timeline. Estimated dates are provided on the Invoice for a projected timeline (the “Projected Timeline”). All dates provided in the Projected Timeline are estimates only and are not binding on Manufacturer. These dates are provided for planning purposes and may be subject to change. Manufacturer reserves the right to modify any Projected Timeline at its sole discretion, for any reason, without prior notice to Customer. Changes to the Projected Timeline shall not constitute a breach of these Terms. Manufacturer shall not be liable for any costs, damages, or other losses incurred by Customer as a result of changes to the Projected Timeline. Customer acknowledges that Projected Timelines are subject to various factors beyond Manufacturer’s control.

Right to Manufacture and Sell Competitive Goods. These Terms do not limit Manufacturer’s right to manufacture or sell, or preclude Manufacturer from manufacturing or selling, to any person, or entering into any agreement with any other person related to the manufacture or sale of, the Products or any other goods or services that are similar to or competitive with the Products.

 

Delivery. Customer represents that the address provided on the Invoice under Delivery Address is the agreed upon point of delivery. Customer shall ensure that the Delivery Address is fully prepared for delivery and installation of the Products prior to the arrival of Manufacturer’s employees or contractors, as applicable. The site must be safe and free from any work hazards and no other trade workers or contractors shall be present to avoid interference with the installation process. The Delivery Address must have a reliable electricity supply to facilitate installation of the Products and a paved access roadway for the delivery vehicle. If Manufacturer’s employees or contractors, as applicable, arrive to deliver and/or install the Products and the Delivery Address is not safe, properly prepared, or accessible, necessitating a rescheduling due to Customer’s failure to adhere to the terms of this Agreement, Customer shall be responsible for all commercially reasonable costs incurred by Manufacturer. These costs may include, without limitation, the Manufacturer’s daily cost, transportation, and storage/restocking

fees, as well as the cost for the rescheduled delivery. After delivery, Customer should inspect the Products, and Customer’s signature at delivery shall constitute its representation that it inspected and accepts the Products.

 

Communications. Customer understands the design and manufacturing process will require significant exchange of communication and agrees to make good faith efforts to ensure timely communications during the design, manufacturing, and delivery processes, primarily with the Manufacturer Contact, as listed on the Invoice, through the contact information provided on the Invoice.

Warranties by Manufacturer. Manufacturer warrants, for 30 days following delivery, that the Products shall be of merchantable quality, free from defects in material, design, and workmanship; shall be fit for the particular purposes intended; and, if Installation is included on the Invoice, shall conform to the Final Design. Manufacturer further warrants good title to the Products that is free and clear of all security interests, liens, encumbrances and/or colorable claims, but Manufacturer does not warrant title to the Products to the extent a claim arises from Customer’s specifications. Manufacturer does not warrant against normal wear and tear, damages caused by Customer or any third party, environmental exposure, misuse, or defects caused by any inaccurate representations made by Customer, including, without limitation, inaccurate measurements provided in the Final Design. For any services rendered in connection with the Products, as agreed on the Invoice, Manufacturer warrants that all such services shall be performed in conformity with the standards practiced by firms that perform services of a similar nature, at the time and place the services herein are performed, and that Manufacturer shall use commercially reasonable efforts in the performance of all services. THE WARRANTIES SET FORTH HEREIN FOR THE PRODUCTS ARE THE SOLE WARRANTIES PROVIDED UNDER THESE TERMS AND ARE IN LIEU OF, AND CUSTOMER HEREBY WAIVES, ALL OTHER WARRANTIES, REPRESENTATIONS, OR PROMISES, EXPRESS OR IMPLIED BY LAW, USAGE, CUSTOM OF THE TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANY OTHER OR PRIOR STATEMENT, WRITTEN OR ORAL, MANUFACTURER MAKES NO OTHER WARRANTIES REGARDING THE QUALITY OF THE PRODUCTS OR THE MATERIALS AND SERVICES CONTEMPLATED

HEREUNDER.

Limitation of Liability. IN NO EVENT SHALL MANUFACTURER BE LIABLE UNDER THIS AGREEMENT TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY , SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, SHUTDOWN OR SLOWDOWN COSTS, INCONVENIENCE, LOSS OF BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, OR OTHER ECONOMIC LOSS, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HA VE BEEN REASONABLY FORESEEN. The Parties agree that Manufacturer will repair or replace, at Manufacturer’s sole discretion, any defective Product or part in a Product for a period of 30 days from the date of delivery if and only if such repair or replacement is covered by the Warranties of Manufacturer offered under this Agreement. This remedy is intended to be the sole and exclusive remedy of the Customer. The Parties also agree that, regardless of the failure of the sole and exclusive remedy, Manufacturer will not be liable for any consequential damages of whatsoever kind or nature. The Parties intend the exclusion of consequential damages as an independent agreement apart from the sole and exclusive remedy herein.

Indemnification. Customer agrees to indemnify, defend, and hold Manufacturer and its employees, agents, contractors, and affiliates harmless from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from its breach of this Agreement or any actions, omissions, or negligence of Customer or its employees, agents, contractors, or affiliates.

Modification. Manufacturer reserves the right to modify or supplement these Terms as necessary.

Force Majure. No Party shall be liable or responsible to the other, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s reasonable control, including, without limitation, (a) acts of God; (b) flood, fire, earthquake, hurricane, explosion, epidemic or pandemic; (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; (g) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (h) other events beyond the reasonable control of the Parties (including any economic slowdown, recession, or depression). The party impacted shall use diligent efforts to end the failure or delay and ensure the effects of such force majeure event are minimized to the extent reasonably possible.

Miscellaneous. Customer may not assign this Agreement, either in whole or in part, nor delegate any performance hereunder, without the express written consent of Manufacturer, which consent shall be at Manufacturer’s sole and absolute discretion. Any assignment without such consent shall be null and void. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. This Agreement shall be governed by the laws of the State of Florida, and any action arising out of this Agreement will be brought solely in a state or federal court located in Miami-Dade County, Florida. Either Party’s waiver of any condition or breach by the other Party of any of the provisions of the Agreement shall not constitute a waiver of any other condition or breach of the same or any other provision. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect. The provisions of this Agreement which by their nature are intended to survive termination or expiration, including, without limitation, warranties, indemnities, and limitations of liability, shall remain in full force and effect following any termination or expiration of this Agreement. This Agreement constitutes the entire agreement between Manufacturer and Customer pertaining to the Products and supersedes any prior or contemporaneous agreements, understandings, negotiations, and discussions (whether written or oral).