Millerbernd Manufacturing Company, LLC Standard Terms and Conditions of Sale

Customer Orders: Acceptance of all customer orders by Millerbernd Manufacturing Company, LLC ("MMC") is expressly conditioned upon the Terms and Conditions of Sale contained herein (the "Terms and Conditions"). These Terms and Conditions apply to all products manufactured by MMC (“Products”). If these Terms and

Conditions differ in any way from those contained in the purchase order of the customer ("Purchaser") or if transmission of these Terms and Conditions to Purchaser constitutes or is construed as an acceptance of said purchase order, then any additional or different terms and conditions set forth in Purchaser's purchase order or similar communication are objected to and will not be binding upon MMC unless specifically assented to in writing by an officer of MMC. In any event, the Purchaser's acceptance of the Products, including the drop shipment to a requested party of the Products, shall constitute Purchaser's agreement to these Terms and Conditions.

Prices and Terms: All prices by MMC are payable and due in U.S. dollars. Prices are subject to change without notice. Prices do not include any present or future sales, excise, value-added or any taxes, and where applicable such items shall be billed separately and paid by the Purchaser.

Quotations; Acceptance of Order by MMC; Specialty Products: Prices quoted are subject to receipt and acceptance of order within forty-five (45) days of the quotation issuance, unless earlier cancelled by MMC. MMC has the sole and final authority with respect to the issuance of all quotations, bids, and price schedules, and the acceptance of all contracts and orders. Quotations provided by MMC shall not be binding offers and are at all times subject to the acquisition and availability of materials and subject to change without notice to Purchaser. In all cases, MMC’s acceptance of a purchase order must be in writing and signed by an authorized MMC representative. Purchase orders submitted to MMC for Products to be built to Purchaser’s specifications and/or design (collectively, “Specialty Products”) may be accepted by MMC only if such purchase orders are accompanied by certified design drawings and specifications from Purchaser, and Purchaser is responsible for the inspection and approval of the preliminary product design and inspection of the delivered product for compliance to the specifications. Pricing is held for ninety (90) days from receipt of original purchase order. Pricing associated with purchase order revisions are valid for the same ninety (90) days from original purchase order date of receipt. After 90 days, orders are subject to review and may be updated with current pricing and potential surcharge to be reflected in a revised or new purchase order.

Terms of Payment: Unless otherwise agreed in writing by MMC, Purchaser shall pay in full the amount of each invoice, within thirty (30) days from the date of the invoice, at MMC’s principal office or such other location as MMC may specify. If payment is not made when due, Purchaser agrees to pay to MMC interest on the amount past due at the rate of one and one half percent (1.5%) per month (18% per annum) or the maximum lawful rate, whichever is less, plus reimburse MMC for all costs of collection (including reasonable attorneys’ fees). Nothing herein shall be deemed to extend or otherwise modify Purchaser's obligation to make payment when due.

Credit Hold, COD, Purchases, Cost of Collection: MMC reserves the right to place Purchaser on credit hold when any invoice has not been paid in full forty-five (45) days after the invoice date. The credit hold will apply to existing pending shipments and to all affiliates of Purchaser. MMC may in its sole discretion require that any purchase be made on a prepaid or C.O.D. basis. In the event of Purchaser's collection default, Purchaser agrees to pay MMC reasonable attorney's fees and other reasonable costs in pursuit and collection resolution.

Freight: All quotations for Pole Products are freight inclusive F.O.B. Millerbernd Manufacturing Company, Winsted, Minnesota unless otherwise noted. Any reconsignment, redelivery or storage expenses shall be the responsibility of Purchaser. MMC reserves all rights to determine freight logistics, including but not limited to, carriers, loading sequence, packaging, and delivery method. Purchaser shall assume title and control of goods upon delivery to the carrier. MMC will not be responsible for delays in shipping outside of MMC’s control, including, without limitation, those caused by State, Federal, or Local agencies, permitting issues, routing, weather, detours or other matters. Orders will be subject to a separate fuel surcharge which will be billed as a separate line item on Purchaser’s invoice. The fuel surcharge will be determined according to MMC’s standard fuel surcharge calculation.

Routing, Handling, and Storage: Upon order completion, MMC will begin coordination of delivery. Routing will be determined by MMC, with delivery to the common carrier delivery point nearest to destination. Handling, unloading, storage, extra labor or mechanical facilities, and movement from the shipping destination to Purchaser's location required in connection therewith will be the responsibility of Purchaser. If Purchaser fails to take delivery immediately upon completion of inspection, Purchaser will be invoiced for the material completed. For each such lot of undelivered Product, Purchaser agrees that: (i) Purchaser has made a fixed commitment to purchase such Product, (ii) title and risk of ownership for such product passes to Purchaser, (iii) such Product shall be on a bill and hold basis for legitimate business purposes, (iv) if no delivery date is determined at the time of billing, MMC shall have the right to ship the Product to Purchaser within two months after billing unless an extended storage agreement has been executed by Purchaser and MMC. MMC shall hold material in its possession for up to 10 business days before materials will be relocated to an outdoor storage facility. Purchaser shall assume and be responsible for all risk of loss or damage for all material stored with MMC. Should materials be denied for shipment by Purchaser, a minimum storage fee of $1,000 will be assessed each month. Storage fees shall either be paid in advance, or the original purchase order must be revised to reflect storage fees prior to shipment. MMC is not liable for any loss or damage to stored materials, including, without limitation, weathering of product that is stored outdoors. Purchaser will be responsible for any decrease in market value of such Product that relates to factor and circumstances outside of MMC's control.

Title, Risk of Loss, Acceptance: With the exception of stored Product where title passes to Purchaser upon invoice, title shall pass upon delivery to the carrier. All risk of loss of damage after title has passed to Purchaser shall be upon the Purchaser. The Products shall be accepted by Purchaser by an authorized and qualified representative after inspection at the delivery point. Purchaser agrees to accept delivery of the Products in accordance with these Terms and Conditions within fourteen (14) days after the delivery date. If the Products are not in conformance with Purchaser’s specifications, Purchaser shall give written notice to MMC of any claim to that effect setting forth in reasonable detail the manner in which the Products do not conform (“Nonconforming Goods”). Notice delivered under this section shall be in writing and shall be deemed given upon receipt if delivered by hand delivery, U.S. registered or certified mail, or reputable overnight carrier or by email to MMC with a confirmed read receipt. If Purchaser retains the Products after their delivery without giving MMC such notices as required within fourteen (14) days after delivery, such failure shall constitute an irrevocable acceptance of the Products by Purchaser. Purchaser's sole remedy for any defects or nonconformance for Nonconforming Goods shall be in accordance with the limited warranty set forth below.

Product Selection: Purchaser shall assume all responsibilities and/or liabilities which arise or occur as a result of improper selection of Products for the application, including, but not limited to, electrical service, jobsite, geological, or topographical conditions. For design or stress loading applications, such as, but not limited to, overhead wiring, guying of structures, structure mounted banner attachments, or other field installed attachments, consult MMC for respective design review and response.

Order Termination: MMC may, in its sole and absolute discretion, terminate a purchase order, upon fifteen (15) days written notice provided to Purchaser. Purchaser may request to cancel a purchase order upon ninety (90) days written notice to MMC, provided that (i) MMC has not started manufacturing the Product, and (ii) Purchaser has received MMC's prior written consent for cancellation. Cancellation of any purchase order by Purchaser will subject Purchaser to a cancellation charge to be paid by Purchaser based upon any and all material, engineering, or administrative expenses already incurred and any commitments made by MMC pursuant to the execution of the Purchaser's purchase order. This includes any material held in inventory and specifically used for the Purchaser’s Products.

Delivery/Delays: Factory shipping dates given in advance of actual shipment are estimated by MMC and shall not be deemed to represent fixed or guaranteed shipping dates. MMC shall not be liable for failure of or delay of performance due to (i) an act of God, act of omission of Purchaser, act of civil or military authority, government priority of other allocation or control, fire, strike, or other labor difficulty, riot or other civil disturbance, insolvency or other inability to perform by the manufacturer, delay in transportation, (ii) pandemics or epidemics, (iii) supply chain disruptions, or (iv) any other commercial impracticability. In the event of any such delay, the date of delivery or performance by MMC shall be extended for a period equal to the time lost by reason of delay. In addition to any other right which MMC may have hereunder or at law, MMC may suspend shipment of any goods for which MMC has not already received payment whenever Purchaser is in default under this to any other contract of sale between MMC and Purchaser.

Claim for Shortages: All claims for shortages must be in writing fourteen (14) days from the receipt of shipment at destination.

Pre-Authorization for On-Site Repairs: All field work for product repairs or corrections must be authorized by MMC. If charges for field work are to be assessed, they must be approved by MMC prior to any performance of work.

Job Site Visit Terms: Job site visits by MMC personnel to assist with installation must be pre-arranged with MMC a minimum of two (2) weeks in advance with MMC, if the job site is within the continental United States, or a minimum of thirty (30) days in advance, if the job site is outside the continental United States. The Purchaser will receive a written confirmation of the scheduled visit once travel arrangements have been secured and purchased by MMC. If the Purchaser changes the job visitation itinerary after confirmation, any additional expenses incurred by MMC due to the change will be the responsibility of, and invoiced to, the Purchaser. Job site visits pursuant to this paragraph shall not create or increase any rights of Purchaser beyond those expressly set forth in these Terms and Conditions.

Limited Warranty: All Products manufactured by MMC shall be free from manufacturers defects in material and workmanship for a period of one (1) year (“Warranty Period”). Defects in Products manufactured by MMC according to Purchaser's specifications shall not be considered Nonconforming Goods and shall be excluded from this Limited Warranty. MMC must be notified within fourteen (14) days of receipt of any Product that is deemed Nonconforming Goods. MMC shall not be liable for a breach of the Limited Warranty set forth in this Section unless: (i) Purchaser gives written notice of the defective Products, reasonably described, to MMC within fourteen (14) days of the time when Buyer discovers or ought to have discovered the defect; (ii) MMC is given a reasonable opportunity after receiving the notice of breach of the warranty set forth in Section to examine such Products, or if requested to do so by MMC, returns such Products to MMC's place of business at MMC's cost for the examination to take place there; (iii) MMC reasonably verifies Purchaser's claim that the Products are defective and Nonconforming Goods at the time of shipment; and (iv) during the Warranty Period the Products have been properly installed, maintained, and operated under normal condition by competent personnel under competent supervision. MMC shall not be liable for a breach of the Limited Warranty set forth in this Section: (i) if Purchaser makes any further use of such Products after giving such notice; (ii) the defect arises because Purchaser failed to follow MMC's oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; (iii) if Purchaser alters or repairs such Products without the prior written consent of MMC; or (iv) due to improper storage or handling by employees, agents or contractors of Purchaser. Subject to the requirements above, with respect to any such Products during the Warranty Period, MMC shall, in its sole discretion, either: (i) repair or replace such Products (or the defective part) or (ii) credit or refund the price of such Products at the pro rata contract rate provided that, if MMC so requests, Purchaser shall, at MMC's expense, return such Products to MMC. THE REMEDIES SET FORTH IN THIS SECTION SHALL BE THE PURCHASER'S SOLE AND EXCLUSIVE REMEDY AND MMC'S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTIES SET FORTH IN THIS SECTION. This Limited Warranty excludes fatigue or similarly related failures resulting from induced vibrations, harmonic oscillation, or resonance associated with movement of air currents around the Product. This Limited Warranty only applies to Products manufactured by MMC only and does not extend to the failures in performance due to defects in any equipment or component not manufactured by MMC or to improper or insufficient information furnished to MMC regarding the performance of the Products or equipment in question. MMC shall not assume any expense or liability for any purchased equipment and accessories not warranted or manufactured by MMC. For all products not manufactured by MMC, Purchaser’s sole recourse shall be the original manufacturer's warranties, which MMC shall pass along to the Purchaser to the fullest extent possible.

LIMITATION OF LIABILITY: MMC SHALL NOT BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL LOSSES OR DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOST PROFITS OR SAVINGS, LOSS OF USE OF EQUIPMENT, OR ANY OTHER COSTS, PENALTIES, OR LIQUIDATED DAMAGES, REGARDLESS OF WHETHER THEY ARISE FROM BREACH OF CONTRACT, BREACH OF WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OR IF SUCH LOSS COULD HAVE BEEN REASONABLY FORESEEN. IN NO EVENT SHALL MMC BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR MORE THAN THE TOTAL AMOUNT OF FEES IT HAS RECEIVED FROM PURCHASER.

DISCLAIMER OF WARRANTIES: MMC HEREBY EXPRESSLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AS DEFINED IN THE UNIFORM COMMERCIAL CODE AND MMC MAKES NO REPRESENTATION, AGREEMENT, GUARANTEE OR WARRANTY, EXPRESS OR IMPLIED OR INFERABLE FROM THE COURSE OF DEALING OR USAGE OF TRADE EXTENDING BEYOND THE DESCRIPTION OF THE PRODUCTS HEREIN INVOLVED CONTAINED IN THE INVOICE TO WHICH THESE TERMS ARE ATTACHED AND MMC'S STANDARD LIMITED WARRANTY SET FORTH ABOVE. MMC'S STANDARD LIMITED WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND MMC NEITHER ASSUMES NOR AUTHORIZES ANY REPRESENTATIVE OR OTHER PERSON TO ASSUME FOR MMC ANY OTHER LIABILITY IN CONNECTION WITH THE SALE OF THE PRODUCTS. MMC SHALL HAVE NO LIABILITY FOR DAMAGES AND/OR CLAIMS ARISING FROM PURCHASER’S FAILURE TO PROVIDE STATIC AND STATIC LOAD REQUIREMENTS TO MMC OR FOR INCREMENTAL STRESSES OR LOADS TO PRODUCTS THAT MAY RESULT FROM EXTERNAL SOURCES NOT PRESENTED IN THE ORIGINAL DESIGN OR OTHER DATA PRESENTED TO MMC.

Indemnification: Purchaser agrees to indemnify and hold MMC harmless against any and all liability, claims, suits, losses, costs and legal fees caused by, arising out of, or resulting from any negligence, wrongful acts, or omissions in Purchaser's performance or failure to perform as specified in these Terms and Conditions.

Returned Goods: Specific written request to MMC must be made in advance by Purchaser to obtain credit or replacement on Products returned. The authorization to return Product will be at the sole discretion of MMC and only upon written notice to Purchaser from an officer of MMC. Returns must be accompanied by the RMA number issued by MMC. On goods accepted for return, Purchaser must prepay 100% the return shipment expense and restocking charges as will be specifically noted with written MMC acceptance for return. MMC reserves the right to reject, in entirety, any return requests.

General: a) MMC reserves the right to change any feature of its published specifications without notice to promote production improvement and/or allow for materials availability; (b) Any representation, affirmation of fact and course of dealings, promise or condition in connection therewith or usage of trade not incorporated herein, shall not be binding on either party; (c) No waiver, alteration to modification or any of the provisions hereof shall be binding upon MMC unless specifically assented to in writing by an Officer of MMC; (d) No liability shall result to MMC from delay in performance or nonperformance caused by circumstances beyond the reasonable control of MMC, including but not limited to, acts of God, fire, flood, war, pandemics, labor disturbances, supply-chain disruptions, governmental regulation, or direction or request of Purchaser; (e) These Terms and Conditions and the parties' relationship are governed by and construed in accordance with the laws of the state of Minnesota without reference to Minnesota's choice of law rules; (f) Any controversy or claim arising out of or relating to these Terms and Conditions, or the breach thereof, shall be resolved through binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association, and shall be venued and take place in the state of Minnesota. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction; (g) The provisions of the United Nations Convention on Contracts of the International Sale of Goods shall not apply to these Terms and Conditions or the sale of any Product; (h) No action arising out of these Terms and Conditions, any purchase order, performance or alleged breach thereof, may be brought by Purchaser against MMC unless commenced within six months after such cause of action has accrued; (i) Purchaser may not assign, delegate, or otherwise transfer these Terms and Conditions or any right or obligation under these Terms and Conditions without the prior written consent of MMC. Any assignment, delegation or transfer in violation of this provision shall be void.

Authority: The person signing on behalf of Purchaser represents and warrants to MMC that such person is an authorized agent of Purchaser, with full power and authority to enter into the agreement defined by these Terms and Conditions.

Effective Date: These Terms and Conditions supersede any previous versions.