1) Exclusive Terms. All of Buyer’s orders with, and sales of equipment, goods or services (“Goods”) to Buyer (which is the party identified under “Sold to” on the front of the Sales Order) by, Nature Trait LLC ('NT') are subject to these General Terms and Conditions and also the following: the front and back of NT's quotation, invoices, order acknowledgments and other documents issued by NT in connection with the order or sale (collectively, this 'Agreement'). It is a material condition to all sales hereunder that the terms and conditions set forth in this Agreement constitute the entire agreement between Buyer and NT. Buyer’s signature below, or if not signed then Buyer’s acceptance of any Goods or services from NT constitutes Buyer’s acceptance of this Agreement. No conflicting, varying or additional terms or conditions which may appear in any prior or subsequent purchase order or any other Buyer documents are of any force or effect, and NT hereby expressly rejects and objects to the same, this Agreement being the complete agreement of the parties.

2) Prices and Terms. The prices for Goods and services are as set forth in NT’s invoices, and are exclusive of all shipping, insurance, handling and storage charges, duties and/or sales, use, excise or other taxes, domestic or foreign, and administration, handling, packing and freight forwarding fees by NT, all of which must be paid by Buyer. If NT undertakes to handle shipping for Buyer, NT will choose the shipper and mode of shipment. No order may be cancelled by Buyer and no Goods returned to NT without NT’s prior written authorization. Except as otherwise agreed to by NT in writing, payment of all amounts are due in full at or before delivery. Any amount that is not paid when due will bear interest at the lesser of 18% per annum or the maximum rate allowable by law. Buyer authorizes NT to obtain credit reports, and make other credit inquiries as NT deems necessary.

3) Title to Product; Security Interest. Until Buyer indefeasibly pays all amounts due therefore, NT retains title to all Goods. Without limiting the foregoing, Buyer also grants NT a security interest in all Goods purchased hereunder as security for Buyer's performance of all of its obligations and payment of all amounts due from it hereunder, which may be a purchase money security interest, and which Buyer warrants will be first and best. While title or a security interest remains with NT, Goods will remain separate personal property, regardless of whether attached to other property, at the address to which it was delivered by NT and Buyer will retain possession and control. Buyer will perform all acts necessary to perfect and assure retention of title and perfection of security interest in NT, including but not limited to execution and delivery of security agreement(s), promissory note(s) and/or financing statement(s). This Agreement may be filed as a financing statement and Buyer appoints NT as its attorney-in-fact to execute other financing statements, which power of attorney is coupled with an interest and is irrevocable.

4) Insurance and Risk of Loss. Buyer acknowledges and agrees that it bears the risk of loss, theft, destruction of, damage and all other casualties to the Goods from any cause whatsoever ('Losses'), from and after tender of delivery of the Goods to Buyer or the carrier. For so long as Buyer owes NT any amount for Goods, Buyer will keep, at its cost, the Goods insured with insurance companies and in such amounts as are acceptable to NT against all Losses, naming NT as loss payee and additional insured and Buyer agrees to provide NT with a certificate or other evidence of such insurance acceptable to NT. Absent compliance with the foregoing, NT shall have the right, but not the obligation, to obtain such insurance for Buyer, in which event Buyer agrees to pay NT for all costs thereof.

5) Inspection and Returns. At the time of delivery, Buyer shall inspect all Goods. Buyer's failure to reject Goods in writing at the time of delivery shall be conclusive evidence that Buyer has accepted the Goods. Buyer may only reject Goods (i) if it is not the Goods that were ordered by Buyer, or (ii) if Goods are deemed to be defective or not functional. All returns must be within 90 days of the invoice date. Thereafter, all sales are final. All returns must be in original factory packaging with all original packing materials. All miscellaneous manuals, accessories or parts must be included or Customer will be billed for the missing parts accordingly. Return Goods must be shipped freight prepaid. Any return Goods sent back freight collect will be refused. If a package arrives damaged, it is best for Customer to refuse the package. If Customer signs for and keeps the package, Customer should notate the damage when signing for it so that NT may file a claim with the carrier in the event that the actual product was in fact damaged during shipment. All non-defective returns are subject to a 10% restocking fee.

6) Disclaimer of Warranties.  All Goods and services are sold by NT 'AS IS, AND WITH ALL FAULTS.' NT MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE, CONDITION, PATENT, INFRINGEMENT, TITLE OR OTHERWISE, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES. All Goods are intended to be sold without software, if any is applicable. In the event that software is included with Goods sold, notwithstanding the disclaimers set forth above, NT makes no representations or warranties regarding Buyer’s right to use such software, as to the performance of the software, its non-infringement or otherwise. In such circumstances, NT recommends that Buyer contact the software or Goods manufacturer directly to resolve such issues. NT shall not be liable to Buyer nor shall Buyer have any remedy against NT for any loss, damage or expense of any kind, including but not limited to, liability for consequential, special, incidental or punitive damages or loss of profits, lost data, or for damages based upon strict or absolute liability in tort, damages in contract or by statute, caused directly or indirectly by any Goods purchased from NT, and Buyer agrees to defend NT, indemnify and hold NT harmless for any and all such damages or claims of third parties related to Goods sold and/or installed by or for Buyer.

7) Default. In the event that Buyer fails to pay any amount or perform any obligation under this Agreement when due, or becomes insolvent, it will be in default of this Agreement. In the event of Buyer’s default: NT may repossess Goods to which it retains title; may execute on any security interest it has in Goods and may exercise all of the rights of a secured creditor under Article 9 of the Uniform Commercial Code; may declare immediately due and payable all amounts owed by Buyer to NT; may cancel and terminate this Agreement; may suspend Buyer's rights and NT's obligations under this Agreement for so long as a default exists; and may exercise any and all other rights at law and in equity. If directed to by NT, Buyer shall make the Goods available to NT for repossession or NT may reposes Goods without prior demand or notice to Buyer, and in either case without court proceedings. NT's rights and remedies upon default by Buyer are cumulative, not exclusive, and may be exercised by NT in any order at its election.

8) General Provisions. Buyer agrees not to disclose to others or to use any confidential information of NT. Buyer may not assign or delegate this Agreement or any rights or duties hereunder, and any attempt to do so shall be void. Subject to the foregoing, this Agreement is binding upon and inures to the benefit of the parties and their respective successors and assigns. Amendments of this Agreement and waiver of any terms or performance must be in writing executed by the parties. This Agreement is governed byDelaware law without regard to conflict of laws. All actions on this Agreement shall be brought in the courts, state or federal, sitting inLewes,Delaware, provided that NT may elect to commence actions in other forums and jurisdictions if it deems it necessary to protect its interests in the Goods. NT shall be entitled to recover from Buyer NT's reasonable attorneys’ fees and costs and expenses incurred by it in any action if NT is the prevailing party, and if allowed by applicable law. Buyer expressly waives trial by jury in any action related to this Agreement. This Agreement is the entire agreement between the parties relating to the subject matter hereof and all prior discussions and agreements are merged herein. All notices may be delivered by hand, courier service such as Federal Express, mail, fax or email, and are deemed made when delivered. The undersigned execute this document as of the latest date shown below as their agreement to these terms and conditions and the Agreement of which they form a part.