Briggs & Stratton, LLC Standard Terms and Conditions of Sale for Its Allmand Products

Entire Agreement: These terms and conditions of sale (these “Terms”) are incorporated into the quote, purchase order, order confirmation, and/or invoice (collectively, the “Sale Documents”) for the sale of products, materials, parts and/or components (“Products”) by Briggs & Stratton, LLC (“Seller”) to Buyer. The Sale Documents, including these Terms, and any attached specifications constitute the entire and final agreement between Buyer and Seller regarding the Products; they replace any prior proposals, agreements and negotiations, whether written or oral, and may only be modified in writing signed by authorized representatives of both parties. No current or future Buyer document, and no other agreement or understanding claiming to modify these Terms, shall be binding upon Seller unless agreed to by Seller in writing. Buyer’s acceptance of any Products, making payments, or similar act of Buyer shall constitute Buyer's acceptance of the Sale Documents. Seller reserves the right to revise these Terms from time to time upon reasonable notice to Buyer.

Order Cancellation: Buyer may suspend or cancel an order confirmation only upon written approval from an authorized officer of Seller. If Buyer cancels, Buyer shall pay Seller the reasonable costs and expenses (including all commitments to suppliers and subcontractors and indirect expenses) incurred by Seller prior to receiving Buyer’s cancellation notice. Additionally, Seller will charge a 15% cancellation fee for orders cancelled within thirty (30) days of the scheduled build date.

Delivery & Inspection: Delivery dates are approximate and subject to Product availability, freight space, and prompt receipt of all necessary documentation regarding the order. Seller shall not be responsible or liable for any loss or damage resulting from delay in delivery or non-delivery. Trans-shipment and partial shipment shall be allowed. Each delivery or shipment hereunder shall be considered a separate sale. Seller shall select the method of transportation when Seller is paying for that shipment. Charges for shipping to a location other than the one designated in the applicable order confirmation or resulting from refusal, delay in unloading of shipment, or charges for demurrage, detention, redelivery, sorting, stop-off, excess freight, switching, or other accessorial charges are Buyer’s sole responsibility. Buyer shall, on demand, immediately reimburse Seller for all such amounts. Transportation of Products and risk of loss shall be governed by CIP Destination (for U.S. shipments) and FCA-Seller’s Dock if by truck or FOB Port of Departure if by vessel (for international shipments) (all Incoterms 2010). Buyer shall inspect the Products within three (3) days after delivery of the Products to Buyer and shall notify Seller in writing of any defects, damage or shortage in the Products. Such notification must be supported by carrier documentation (e.g., truck pro-bill or intermodal inspection report) and failure to so notify Seller shall be proof that the Products have been received without issue.

Title; Security Interest: Title to the Products shall pass to Buyer at the time and place the Products are delivered to the first carrier for shipment, except that Buyer grants Seller a security interest (which shall include a purchase money security interest where it satisfies the criteria therefor) in the Products and all insurance or other proceeds of disposition thereof until the Products have been paid for in full. Buyer shall execute any documents and do such other things as Seller deems appropriate to establish, complete and perfect such security interest. Seller may register its security interest and may file a financing statement to perfect its security interest.

Payment: Buyer will pay Seller under the terms stated in the order confirmation or invoice in full within thirty (30) days from the invoice date unless Seller agrees to different terms in writing. If deliveries are made in installments, each delivery shall be paid for without regard to other scheduled shipments. Seller’s prices do not include applicable sales, use, or other taxes, quotation fees and governmental impositions, however designated or levied, on the sale, transportation, or use of the Products. Buyer shall pay all such taxes and related amounts in addition to Seller’s prices. If Buyer defaults on any payment or under any other contract with Seller, all amounts owed under this and other contracts by Buyer to Seller shall become due, notwithstanding the terms of sale. Seller may charge Buyer interest on any overdue invoices at the lesser of 1.5% per month or the maximum rate allowed by law. Buyer shall pay all Seller’s costs of collecting overdue accounts including reasonable attorneys’ fees and expenses.

Returns: Buyer may return Products to Seller only with Seller’s prior written permission and transportation charges prepaid. Products accepted for return are subject to Seller’s applicable restocking charge in effect at such time. All returned Products shall be inspected by Seller upon receipt and must be of current design and finish and in a new, restockable condition.

Excusable Delays: Seller shall not be liable for any breach caused by extreme weather or other act of God, strike or other labor shortage or disturbance, fire, flood, accident, war or civil disturbance, delay of carriers, failure of normal sources of supply, change in law or other act of government or any other cause beyond Seller’s reasonable control.

Warranty and Limitation of Liability: Seller provides a limited warranty on certain Products manufactured by Seller to and for the benefit of the end-user of such Products. The terms and conditions of such warranty are contained in warranty documents by product line available separately at the time of sale. Such warranty shall be the sole and exclusive warranty with respect to the Products. Seller makes no other warranty of any kind, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose, to or for the benefit of Buyer. Seller shall not be liable for any indirect, incidental, consequential, punitive or other special damages arising out of or relating to the Products, including damages arising out of a tort, action for breach of contract, negligence, strict liability or breach of warranty, even if Seller has been advised of the possibility of such damages and whether or not any remedy provided should fail of its essential purpose. Seller’s total liability to Buyer with respect to any Product, from all causes of action and all theories of liability, will be limited to and will not exceed the contract price paid by Buyer for that Product.

Assignment / Amendment: Buyer may not assign any of the Sale Documents without Seller’s prior written consent. No Sale Document may be amended without the written consent of both Buyer and Seller.

Intellectual Property: Seller’s proprietary information, trade secrets, specifications, illustrations, drawings, data, and other information transmitted to Buyer are the property of Seller. Such information may be disclosed to Buyer’s employees on a need-to-know basis and used only for the purpose for which it was provided. Buyer shall not disclose any such information to any third party, or permit any third party to use any such information, without Seller’s prior written consent.

Buyer Indemnification: (IP) Buyer will indemnify, defend, and hold harmless Seller against any third party patent infringement claim if the Products are (a) modified by Buyer or its agents, (b) made to Buyer’s specifications, (c) combined with other components such that absent such combination there would be no infringement, or (d) used despite Seller’s offer to replace, modify, or return them. (Product Liability) Buyer will indemnify, defend, and hold harmless Seller against (x) any third party claim, suit, or proceeding alleging that the sale or use of the Products (i) are not legal in the local market, or (ii) do not comply with local laws or ordinances, or any (y) liability for property damage, or product liability based on Buyer-modified Products.

Confidential Information: Seller shall treat financial information supplied by Buyer as confidential, but may provide such information to Seller’s affiliated companies provided such companies also agree to treat such information as confidential.

No Waiver / Severability: No right or obligation of Seller or Buyer will be waived due to any industry custom or practice at variance with these Terms. Any waiver by either party of any breach of any provision of these Terms shall not be construed as a waiver of any continuing or succeeding breach of such provision. If any part of these Terms is void, voidable, invalid, or unenforceable, for any reason, such part shall then be considered severed from the other provisions in these Terms, with the remainder of these Terms remaining valid and binding.

Export: Buyer represents and warrants that it will not directly or indirectly arrange for or participate in the export, rental or sale of Products, in whole or in part, outside of the territory agreed to by Buyer and Seller in the Sale Documents or Distributor Agreement, or, if none, the country to which Seller shipped the Products (the “Territory”), without Seller’s prior written consent. Buyer will take all reasonable and adequate steps to prevent the export, use or sale of the Products outside of the Territory by others who purchase or lease from Buyer who might reasonably be expected to export, use or sell them outside the Territory. It is Buyer’s responsibility to investigate and determine whether any sale or lease by Buyer would violate this section. If Buyer violates this section, any and all warranties provided by Seller for the Products involved in such violation shall immediately become void and Buyer shall indemnify and hold Seller harmless from any liability arising out of such prohibited export, use or sale.

Seller Termination: Seller may terminate an order confirmation at any time, effective immediately upon written notice to Buyer if (a) Buyer files a voluntary petition in bankruptcy or other voluntary proceedings to settle or extend payment of its obligations to general creditors; (b) an involuntary petition in bankruptcy is filed against Buyer, and is not dismissed within thirty (30) days; (c) Buyer becomes insolvent; or (d) Buyer ceases to function as a going concern or to conduct its normal course of business.

Scope of Agreement and Parties: The parties agree that this Agreement shall apply to all Products sold by Seller or any of its subsidiaries or affiliates to Buyer. In the event purchases of any product are made from a Seller subsidiary or affiliate rather than from Seller, such subsidiary or affiliate shall be deemed to be a party hereto and shall have all of the rights and obligations of Seller hereunder in relation to such subsidiary’s or affiliate’s commercial relationship with Buyer. Neither Seller nor any of its subsidiaries or affiliates shall be jointly and severally liable for any of the others’ separate transactions.

Dispute Resolution: If a dispute is not resolved by general negotiation in 30 days, Buyer and Seller will participate in at least four hours of non-binding mediation before pursuing litigation or other legal remedies. This mediation will occur in Chicago, Illinois with a mutually-agreed mediator, with the parties splitting costs equally.

Data Privacy: Each of the parties hereto acknowledges that business contact information of its employees that is shared by such party (the “provider”) with the other party (the “recipient”) may constitute protected personal data pursuant to the European Union General Data Protection Regulation or other applicable laws (collectively, “Privacy Laws”). The provider represents and warrants to the recipient that it has taken all actions necessary to permit the sharing thereof in accordance with applicable Privacy Laws and that use by the recipient of such information is necessary to serve the provider’s legitimate interests, in furtherance of the parties’ commercial relationship as described herein. The recipient of such information agrees that it will use such information solely in connection with legitimate interests of that relationship.

Governing Law: The Sale Documents and any and all claims or causes of action relating to the transactions contemplated thereby shall be governed by the laws of the State of Wisconsin, without regard to its conflict of laws principles. If the U.N. Convention on Contracts for the International Sale of Goods (Vienna, 1980) (“CISG”) applies to the transactions contemplated by the Sale Documents and any provision of the Sale Documents conflicts with the CISG, the CISG shall govern regarding that provision.