Master Supply & Credit Agreement

This Master Supply and Credit Agreement ("Agreement") is entered into between Warwick Industrial Group LLC, a Texas limited liability company ("Seller"), and the Customer identified in the signature block below ("Buyer").

This Agreement governs the ongoing commercial supply relationship between the parties and supplements the Seller's Master Terms and Conditions of Sale, available at https://wig-tx.com/terms-of-sale ("Terms of Sale"), which are incorporated by reference.

In the event of an express, irreconcilable conflict between this Agreement and the Terms of Sale, this Agreement controls for the specific subject matter addressed herein.

This Agreement covers the purchase and sale of industrial materials, equipment, components, consumables, and related products supplied by Seller to Buyer on a recurring or ongoing basis.

Seller is a material supplier only. Nothing in this Agreement obligates Seller to provide engineering design, construction management, installation, professional certification, inspection, or staffing services.

Individual transactions are governed by accepted purchase orders, quotations, and order acknowledgments issued under this Agreement.

Subject to credit approval and the terms of this Agreement, Seller may extend a revolving commercial credit account to Buyer.

The approved credit limit and payment terms shall be stated in Seller's written credit approval notice. Net-30 payment terms are available only upon written credit approval.

Seller may review, adjust, suspend, or revoke credit at any time based on payment history, financial condition, or other commercially reasonable factors, subject to applicable law and any notice requirements in this Agreement.

Buyer shall promptly notify Seller of any material change in Buyer's financial condition, ownership, or business structure that may affect creditworthiness.

Overdue undisputed balances may accrue a late charge of the lesser of 1.5% per month or the maximum lawful rate, as set forth in the Terms of Sale.

Buyer shall submit purchase orders in writing, specifying material descriptions, quantities, specifications, delivery location, and required delivery date.

No order is binding on Seller until Seller issues written acceptance or an order acknowledgment.

Seller may reject orders that exceed the approved credit limit, contain inaccurate specifications, or cannot be fulfilled within the requested timeframe.

Any additional or conflicting terms in Buyer's purchase orders are rejected unless expressly agreed to in a written amendment signed by authorized representatives of both parties.

Prices are as stated in accepted quotations or order acknowledgments. Prices exclude applicable taxes, freight, insurance, and special handling unless expressly included.

Buyer is responsible for applicable transaction taxes, except taxes on Seller's net income. Tax exemptions require timely delivery of valid exemption documentation.

Seller may adjust pricing for future orders based on changes in material costs, tariffs, or market conditions, with reasonable advance notice where practicable.

Delivery dates are estimates unless expressly guaranteed in writing. Seller shall use commercially reasonable efforts to meet agreed delivery schedules.

Shipping terms, point of risk transfer, and freight responsibility shall be stated in the applicable order acknowledgment or quotation.

Unless otherwise agreed, risk of loss passes in accordance with the applicable Uniform Commercial Code provisions and the agreed shipping term.

Title to goods passes upon full payment of all amounts due for the applicable order, unless otherwise agreed in writing.

Buyer shall inspect shipments upon receipt and document visible damage, shortages, or discrepancies on delivery records.

Buyer shall notify Seller of any claim for nonconforming goods, shortages, or damage promptly after discovery, with supporting documentation.

Failure to provide timely notice does not automatically waive rights that cannot lawfully be waived under applicable law.

EXCEPT FOR THE EXPRESS WARRANTY STATED ABOVE AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Seller warrants that materials supplied under this Agreement will conform to the specifications expressly accepted in the applicable order acknowledgment at the time of shipment.

Seller may supply products manufactured by independent third parties. Manufacturer warranties, if any, are passed through to Buyer only to the extent available and transferable.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST PRODUCTION, OR BUSINESS INTERRUPTION.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER'S AGGREGATE LIABILITY ARISING FROM A PARTICULAR ORDER SHALL NOT EXCEED THE AMOUNT PAID OR PAYABLE FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM.

These limitations do not apply to the extent prohibited by law or to liability that cannot lawfully be excluded or limited.

To the extent permitted by applicable law, Buyer shall defend, indemnify, and hold harmless Seller and its officers, managers, members, employees, and agents against third-party claims arising from Buyer's negligent or wrongful conduct, unauthorized product modifications, improper installation, misuse, or breach of applicable law.

This obligation applies only to the extent the claim is attributable to Buyer or persons for whom Buyer is legally responsible, and does not require Buyer to indemnify Seller for Seller's own negligence or misconduct.

Any indemnity relating to a construction contract is subject to applicable anti-indemnity statutes, including Texas Insurance Code Chapter 151 where applicable.

Each party shall keep confidential the other's non-public pricing, credit terms, trade references, business information, and technical data disclosed in connection with this Agreement.

Confidential information shall be used only for the purposes of this Agreement and shall not be disclosed to third parties without prior written consent, except as required by law or court order.

Confidentiality obligations survive termination of this Agreement for a period of three years, unless a longer period is required by law.

Each party shall comply with laws applicable to its activities, including trade, sanctions, export-control, anti-bribery, customs, safety, and transportation requirements.

Buyer shall accurately disclose end-use, end-user, and destination information reasonably necessary for export-control and sanctions compliance.

Seller may suspend credit or unperformed deliveries upon Buyer's material breach, failure to pay undisputed amounts when due, insolvency-related concerns where permitted by law, or failure to provide required credit assurances.

Either party may terminate this Agreement upon 30 days' written notice. Termination does not affect accrued payment obligations or provisions intended to survive termination.

Seller may terminate immediately upon Buyer's insolvency, assignment for the benefit of creditors, or commencement of bankruptcy proceedings, to the extent permitted by applicable law.

Neither party shall be responsible for delay or nonperformance caused by events beyond its reasonable control, including natural disasters, governmental restrictions, war, major transportation disruptions, supplier shutdowns, or extraordinary supply-chain interruptions.

The affected party shall provide reasonably prompt notice and use commercially reasonable efforts to mitigate the disruption. Force majeure shall not excuse payment obligations already accrued for delivered goods.

This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law principles, except where mandatory applicable law requires a different result.

Subject to mandatory venue statutes and applicable federal jurisdictional requirements, the parties consent to the exclusive jurisdiction of the competent state or federal courts located in Harris County, Texas.

The parties agree to attempt good-faith negotiation before initiating formal dispute resolution proceedings.

This Agreement, together with the incorporated Terms of Sale and any accepted quotations or order acknowledgments, constitutes the entire agreement between the parties regarding the subject matter hereof.

Amendments to this Agreement must be in writing and signed by authorized representatives of both parties.

No waiver of any provision shall be effective unless in writing. Failure to enforce a provision on one occasion does not waive future enforcement.

By signing below, each party confirms that its authorized representative has read, understood, and agreed to this Master Supply and Credit Agreement.

WARWICK INDUSTRIAL GROUP LLC

Authorized Representative: ______________________________

Title: ______________________________

Signature: ______________________________

CUSTOMER / BUYER

Legal Company Name: ______________________________

Authorized Representative: ______________________________

Title: ______________________________

Signature: ______________________________

Purchase Order Reference (if applicable): ______________________________