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TERMS AND CONDITIONS OF SALE

1. GENERAL. These Terms and Conditions apply to all sales of goods (“Goods”) by DM Equip, Inc. (“Seller”) to any proposed Buyer (“Buyer”). Any additional or
different terms and conditions proposed by the Buyer are objected to and hereby rejected, notwithstanding any terms and conditions that may be contained in any
purchase order, acknowledgment, notice, communication or other Buyer form, unless such additional or different terms are expressly accepted by Seller in writing,
signed by an authorized officer of Seller. Acceptance by Buyer of any Goods from Seller shall be considered acceptance of these Terms and Conditions. If these
Terms and Conditions, or any related documents from Seller, are deemed to be a response to a Buyer document, then notwithstanding any additional or different terms
that may be embodied in Buyer’s document, Seller’s response is expressly conditional on Buyer’s consent to the additional and/or different terms and conditions set
forth in these Terms and Conditions which shall take precedence over any buyer terms. If these Terms and Conditions are not acceptable to Buyer, Buyer must notify
Seller in writing within three business days of receiving these Terms and Conditions, and the parties will work in good faith to come to mutually agreeable Terms and
Conditions.

2. PAYMENT. Past due accounts will be charged interest at 1.5% per month, but not more than the maximum interest rate allowed by law. Buyer will pay for all costs
and expenses, including attorneys’ fees and costs, incurred by Seller in enforcing its rights for Payment or indemnification under these Terms and Conditions. Seller
reserves the right to cancel, without penalty, any order arising from pricing or other error.

3. SHIPMENT – RISK OF LOSS. Except as otherwise provided in Seller’s invoice, all shipments will be made by F.O.B. Seller’s location at 8101 State St., Clear
Lake, MN 55319 (“Seller’s Location”). All Goods are shipped at Buyer’s risk. Title to the Goods and risk of loss or damage shall pass to Buyer upon tender of
delivery to the carrier at Seller’s Location. All claims for shortage or for damage in transit must be reported to Seller within 10 days of delivery.

4. DELAYS. Delivery shall be subject to, and contingent upon, strikes, labor difficulties, epidemic, pandemic, riot, war, fire, flood, acts of God, interruption, delay or
defaults of common carriers, governmental decrees or orders, inability to obtain on reasonable terms and prices, necessary material or facilities or any other delays
beyond Seller’s reasonable control (“Force Majeure Events”). Seller shall not be liable for any losses caused by such Force Majeure Events.

5. WARRANTIES AND DISCLAIMERS. Seller warrants to the Buyer that the Goods shall be free from defects in materials and workmanship for a period of one year
from date of purchase. Such warranty is provided to Buyer only and is not assignable or enforceable by anyone other than Buyer. If Buyer notifies Seller in writing
within the applicable period from the date of shipment by Seller (“Warranty Period”) of such a defect in any Goods in sufficient detail to allow Seller to review, and if
Seller determines that such Goods are not in conformity with this warranty, Seller will repair or replace such Goods or refund to Buyer the purchase price of such
Goods, at Seller’s sole discretion. Any claims not made within the Warranty Period are deemed waived by Buyer. Any breach of these Terms and Conditions will also
void such warranty. SELLER MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, OR USE OR AGAINST INFRINGEMENT, ALL OF WHICH ARE HEREBY DISCLAIMED BY SELLER.
THIS WARRANTIES AND DISCAIMERS SECTION STATES THE ENTIRE LIABILITY OF SELLER, AND THE SOLE AND EXCLUSIVE REMEDY
OF BUYER, WITH RESPECT TO ANY WARRANTY CLAIM.

Buyer is solely responsible for installation, attachment and operation of any Goods. In no event will Seller be liable for any claims arising out of or related to the
installation, attachment or operation of any Goods. If any technical assistance or suggestions related to installation, attachment or operation is provided by Seller, it is
provided free of charge and only as an accommodation to Buyer and without representation, warranty, or liability.

Buyer represents and warrants that it will not use, nor will it allow any third parties under its control to use, the Goods for high-risk activities, where the use or failure
of the Goods could lead to death, personal injury, or environmental damage.

Buyer represents and warrants that: (a) it has full power and authority to enter into these Terms and Conditions; (b) it is in compliance and will continue to comply
during the term of these Terms and Conditions with all laws and regulations applicable to such party; and (c) it has the requisite corporate power and authority to
execute, deliver and perform its obligations under these Terms and Conditions.

6. RETURN POLICY. Goods may not be returned except with the Seller’s consent, at its discretion, and at Buyer’s cost.

7. INDEMNIFICATION. Buyer shall defend, indemnify, and hold harmless Seller and its respective officers, directors, employees, agents and contractors
(“Representatives”), from and against third party demands, claims, actions, suits, or similar proceedings (“Claim(s)”) for any losses to the extent caused by: (a) the
Buyer’s negligent, reckless, or willful acts or omissions; (b) real property damage or personal injury, including death, resulting from Buyer’s use of the Goods; and (c)
a breach of these Terms and Conditions, including without limitation Buyer’s representations and warranties.

8. LIMITATION OF REMEDIES. IN NO EVENT SHALL SELLER’S OBLIGATIONS WITH RESPECT TO ANY CLAIMS EXCEED THE PURCHASE
PRICE PAID TO SELLER BY BUYER FOR THOSE GOODS. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER FOR ANY SPECIAL,
CONSEQUENTIAL OR INCIDENTAL DAMAGE, LOSS OR EXPENSE (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS OR
GOODWILL), WHETHER SUCH CLAIM IS BASED ON CONTRACT, NEGLIGENCE, STRICT TORT OR WARRANTY.

9. GOVERNING LAW/DISPUTES – These Terms and Conditions shall be governed by and interpreted in accordance with the internal laws of Minnesota without
regard to conflict of laws principles. No action with respect to the Goods or arising out of these Terms and Conditions may be brought by Buyer more than one year
after the cause of action has accrued. All disputes shall be resolved exclusively in the state or Federal courts located in Hennepin County, Minnesota.

10. SEVERABILITY. If any provision of these Terms and Conditions is held invalid by any law, order or regulation of any government or other authority, or by the final
determination of any court, such invalidity will not affect the enforceability of any other provisions not held to be invalid, and these Terms and Conditions shall be
construed as if such invalid, illegal or unenforceable provision had never been contained herein.

11. ENTIRE AGREEMENT AND AMENDMENT. These Terms and Conditions and the applicable order(s) constitute the entire understanding between the
parties relating to the subject matter thereof and supersede and replace any and all prior discussions, agreements, understandings, promises, and
representations whatsoever, whether oral or written, express or implied, between the parties. Except as expressly stated herein, no modification of or
amendment to these Terms and Conditions or any order will be effective unless in writing and signed by a duly authorized representative of both parties