Terms and Conditions of Sale

1. Payment Terms: AMBIENT-ENTERPRISES & AFFILIATED COMPANIES credit terms for each sale to Customer are net 30 days from the date of invoice, unless otherwise stated on an AMBIENT-ENTERPRISES & AFFILIATED COMPANIES invoice. Should payment for any billing sent by AMBIENT-ENTERPRISES & AFFILIATED COMPANIES to Customer not be received within the invoice terms, Customer agrees to pay as a service charge a payment equal to 1.5% per month (18% annual rate) on all principal balances outstanding. Any dispute with respect to an invoice, statement, charge or credit on Customer’s account must be received by AMBIENT-ENTERPRISES & AFFILIATED COMPANIES, in writing, within 10 days of Customer’s receipt of such invoice, statement, charge or credit, or Customer waives any such dispute. If any jurisdiction deems the service charge excessive, it shall be reduced to the maximum allowable rate.

2. Taxes: Prices do not include sales, use, excise or similar taxes. In addition to the price specified herein, the amount of any present or future sales, use, excise or other similar tax applicable to the sale or use of the goods, imposed by any authority, shall be paid by the Customer at the time of delivery, or in lieu thereof, the Customer shall provide AMBIENT-ENTERPRISES & AFFILIATED COMPANIES with a tax-exemption certificate acceptable to the applicable taxing authority(ies).

3. Default: If Customer defaults under this Agreement or any other lending agreement between Customer and AMBIENT-ENTERPRISES & AFFILIATED COMPANIES by not paying any payment when due, exceeding Customer’s credit line, or breaching any other term of this Agreement or any other lending agreement between Customer and AMBIENT-ENTERPRISES & AFFILIATED COMPANIES, then AMBIENT-ENTERPRISES & AFFILIATED COMPANIES may suspend your account(s), demand immediate payment of the entire unpaid balance and start a lawsuit for collection of the balance and/or enforcement of the security interests granted to AMBIENT-ENTERPRISES & AFFILIATED COMPANIES hereunder. AMBIENT-ENTERPRISES & AFFILIATED COMPANIES may also demand, and Customer shall provide, Customer’s financial statements. AMBIENT-ENTERPRISES & AFFILIATED COMPANIES may also, in its reasonable commercial discretion, immediately revoke, suspend, or modify Customer’s credit privileges upon the occurrence of any of the following events: (a) any material adverse change in Customer’s financial condition, including a loss of a major customer or loss of key personnel; (b) any statement, representation, or warranty made by Customer to AMBIENT-ENTERPRISES & AFFILIATED COMPANIES found to be false or misleading; (c) death or dissolution of Customer or any guarantor; (d) commencement of bankruptcy or insolvency proceedings by or against Customer; (e) any change in ownership or control of Customer’s business; or (f) any other circumstances that AMBIENT-ENTERPRISES & AFFILIATED COMPANIES reasonably believes may impair Customer’s ability to perform its obligations under this Agreement. AMBIENT-ENTERPRISES & AFFILIATED COMPANIES may also setoff any amounts owed by Customer against any amounts AMBIENT-ENTERPRISES & AFFILIATED COMPANIES owes Customer AMBIENT-ENTERPRISES & AFFILIATED COMPANIES shall not be obligated to reinstate Customer’s credit privileges even if the event(s) giving rise to credit revocation are cured or remedied. Any reinstatement of credit privileges shall be at AMBIENT-ENTERPRISES & AFFILIATED COMPANIES’s sole discretion. Default under any agreement with AMBIENT-ENTERPRISES & AFFILIATED COMPANIES constitutes default under all agreements. All rights and remedies available to AMBIENT-ENTERPRISES & AFFILIATED COMPANIES shall be cumulative.

4. Security Agreement: In order to provide security for the payment of the full price of Goods furnished hereunder, Customer grants AMBIENT ENTERPRISES & AFFILIATED COMPANIES a first priority purchase money security interest in and to any and all Goods sold by AMBIENT- ENTERPRISES & AFFILIATED COMPANIES to Customer (and all products and proceeds thereof) until paid in full. AMBIENT-ENTERPRISES & AFFILIATED COMPANIES may inspect goods at reasonable times until paid in full. Customer shall maintain insurance on goods until paid in full, with AMBIENT-ENTERPRISES & AFFILIATED COMPANIES as loss payee. Customer authorizes Company to file a UCC financing statement and any amendments or continuations thereof to perfect this security interest without Customer’s signature. “Goods” shall be defined as any HVAC equipment, components, fixtures, materials, or other items sold by Company to Customer, regardless of whether such goods have been installed, incorporated into other products, or otherwise altered. Customer acknowledges that Company’s security interest extends to all proceeds of the goods, including insurance proceeds, and to any products or items into which the goods may be incorporated or installed.

Customer agrees not to sell, transfer, or encumber the goods until they are paid for in full, without Company’s prior written consent. Customer agrees to cooperate fully with Company to execute any documents necessary to perfect, maintain, or enforce Company’s security interest. Upon payment in full for the goods, Company shall release its security interest within a commercially reasonable time period after receiving

Customer’s written request for such release.

5. Costs and Attorney Fees: Customer will pay such costs, collection agency commissions, expenses, and reasonable attorney fees (including at trial and on appeal) as AMBIENT-ENTERPRISES & AFFILIATED COMPANIES may incur in any manner of collection of any sums past due. If this Agreement becomes the subject of any suit, arbitration or other proceeding or if Customer becomes the subject of any bankruptcy proceeding (including with respect to any motion for relief from the automatic stay, objection to a plan or reorganization or confirmation or other similar proceeding), the prevailing party will be entitled to its costs and attorneys’ fees, whether incurred in such proceeding or in any post judgment proceeding.

6. Lien Rights and Statutory Remedies: AMBIENT-ENTERPRISES & AFFILIATED COMPANIES reserves all rights to statutory remedies available under applicable law for the recovery of amounts owed, including but not limited to: (a) mechanics liens on real property where goods are installed or incorporated; (b) stop payment notices or orders; (c) payment bond claims; (d) construction trust fund claims; and (e) prompt payment act remedies including interest, penalties, and attorney fees. To preserve these rights, Customer agrees to provide AMBIENT- ENTERPRISES & AFFILIATED COMPANIES, within three (3) days of request, accurate information regarding any project where AMBIENT- ENTERPRISES & AFFILIATED COMPANIES goods will be used, including: property owner name and address, general contractor information, construction lender details, project address and description, and bonding information. Customer has a continuing duty to update this information and notify AMBIENT-ENTERPRISES & AFFILIATED COMPANIES of any material changes to project status. Customer may not execute lien waivers, releases, or similar documents that would impair AMBIENT-ENTERPRISES & AFFILIATED COMPANIES’s collection rights without AMBIENT-ENTERPRISES & AFFILIATED COMPANIES’s prior written consent. Customer’s failure to provide accurate project information may result in immediate acceleration of amounts due and Customer’s liability for any collection costs incurred due to loss of statutory remedies.

AMBIENT-ENTERPRISES & AFFILIATED COMPANIES may pursue any available remedies simultaneously, and pursuit of one remedy does not preclude others.

7. Customer Credit Information: Customer acknowledges that AMBIENT-ENTERPRISES & AFFILIATED COMPANIES are relying upon the information provided in this Agreement to determine whether to extend credit to Customer and in what amount. AMBIENT-ENTERPRISES & AFFILIATED COMPANIES reserves the right to approve or disapprove any request for extension of credit in its sole discretion. Customer authorizes AMBIENT-ENTERPRISES & AFFILIATED COMPANIES to contact the Commercial Trade References provided by Customer for the purpose of extending credit and thereafter renewing, maintaining and enforcing the terms of such extension of credit. Customer authorizes the Commercial Bank Reference named herein to release information requested for the purpose of obtaining and/or reviewing Customer’s credit. Customer represents and warrants that this credit application and all credit extended hereunder is exclusively for business, commercial, or professional purposes related to Customer’s trade or business operations, and that no portion of any credit will be used for personal, family, or household purposes. Customer further represents and warrants that it is not seeking consumer credit and is not a “consumer” under any state or federal law and has the capacity to enter into binding commercial contracts. Customer agrees that this Agreement shall be governed by commercial law principles and that consumer protection laws do not apply to this credit relationship. Customer agrees to indemnify and hold AMBIENT- ENTERPRISES & AFFILIATED COMPANIES harmless from any claims, damages, or regulatory actions arising from Customer’s misrepresentation of the commercial nature of this credit relationship. Customer agrees it has a continuing duty and will inform AMBIENT-ENTERPRISES & AFFILIATED COMPANIES immediately in writing of any changes to the information provided by Customer in this Agreement. Customer represents to AMBIENT-ENTERPRISES & AFFILIATED COMPANIES that it is solvent as of the date of this Agreement and continues to warrant and represent each time it places a future order. Customer shall provide 30 days written notice of any change in ownership, control, or business structure.

8. Commercial Transaction Acknowledgment: This Agreement governs a commercial credit relationship between business entities for business purposes only. Customer expressly represents that it is not a consumer as defined under any applicable state or federal consumer protection law, and that no consumer protection laws apply to this Agreement or any transaction hereunder. Customer waives any claim that this Agreement is subject to consumer protection laws, truth-in-lending requirements, or similar consumer credit regulations. Notwithstanding the foregoing, to the extent any court or regulatory authority determines that consumer protection laws apply to any aspect of this Agreement despite Customer’s representations herein, then: (a) only the minimum protections required by such applicable law shall apply; (b) all other commercial terms and conditions shall remain in full force and effect; and (c) Customer shall be liable to AMBIENT-ENTERPRISES & AFFILIATED COMPANIES for any increased costs, expenses, or damages resulting from such determination, including reasonable attorney fees.

9. Risk of Loss: All shipments are made F.O.B. factory. Customer assumes all responsibility for shortages, loss, delay or damage in transit after issuance of a clean bill of lading to AMBIENT-ENTERPRISES & AFFILIATED COMPANIES or the goods’ manufacturer, and any and all claims must be made by Customer against the carrier.

10. Insurance: Customer will maintain general liability insurance coverage in the amounts required by applicable state and federal Law and any other insurance coverage appropriate for the projects undertaken by Customer. Upon request, Customer will provide AMBIENT-ENTERPRISES & AFFILIATED COMPANIES a certificate evidencing such coverage.

11. Indemnification: Customer shall, to the fullest extent permitted by law, indemnify, defend, and hold harmless AMBIENT-ENTERPRISES & AFFILIATED COMPANIES from and against any and all claims and liability for injuries or loss to persons or property, or fines, or other damages, including all costs, expenses (including attorneys’ fees), legal and otherwise (“Claims”), arising from or relating to in whole or in part to this Agreement or any use or possession of Goods sold hereunder, or any fraud, misrepresentation, negligent act, negligent failure to act (including the failure to properly store or handle goods, sole negligence, or violation of statute or government regulation, by Customer. However, Customer shall not be obligated to indemnify AMBIENT-ENTERPRISES & AFFILIATED COMPANIES for Claims arising out of the sole negligence, active negligence, or willful misconduct of AMBIENT-ENTERPRISES & AFFILIATED COMPANIES.

12. LIMITED WARRANTY: FOR ALL GOODS SOLD TO CUSTOMER, AMBIENT-ENTERPRISES & AFFILIATED COMPANIES PASSES ON THE MANUFACTURER’S WARRANTY, IF ANY, FOR SUCH GOODS TO CUSTOMER. SAID MANUFACTURER’S WARRANTY, IF ANY, IS EXCLUSIVE AND GIVEN IN LIEU OF ALL OTHER EXPRESS AND IMPLIED WARRANTIES OF EVERY TYPE AND KIND IN CONNECTION WITH EVERY SALE OF GOODS AND/OR SERVICES, WHETHER IMPLIED BY OPERATION OF LAW OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXCLUDED AND DISCLAIMED IN ALL RESPECTS. SELLER MAKES NO REPRESENTATION, WARRANTY, OR PROMISE THAT THE MATERIALS (OR RELATED SERVICES OFFERED BY SELLER) WILL CONFORM TO ANY APPLICABLE LAWS, ORDINANCES, REGULATIONS, CODES OR STANDARDS. THIS DISCLAIMER SHALL IN NO EVENT BE CONSTRUED TO DISCLAIM SUCH WARRANTIES TO A GREATER EXTENT THAN PERMITTED UNDER APPLICABLE STATE LAW.

13. DAMAGES AND LIMITATION OF LIABILITY: IN NO EVENT SHALL CUSTOMER OR ANY THIRD PARTY HAVE THE RIGHT TO RECOVER FROM AMBIENT-ENTERPRISES & AFFILIATED COMPANIES FOR ANY LOSS, DAMAGE, COST OF REPAIR, OR INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL OR LIQUIDATED DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO, LOST PROFITS OR DAMAGES FOR LOSS OF EFFICIENCY OR DELAY TO ANY PROJECT ON WHICH THE GOODS ARE USED OR ORDERED OR INTENDED FOR USE), WHETHER BASED UPON WARRANTY, CONTRACT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER CAUSES OF ACTION ARISING IN CONNECTION WITH THE DESIGN, MANUFACTURE, SALE, TRANSPORTATION, INSTALLATION, USE, OR REPAIR OF THE GOODS OR SERVICES SOLD BY AMBIENT-ENTERPRISES & AFFILIATED COMPANIES. NOTWITHSTANDING THE FOREGOING, CUSTOMER AGREES THAT AMBIENT-ENTERPRISES & AFFILIATED COMPANIES LIABILITY, IF ANY, SHALL BE EXCLUSIVELY LIMITED TO REPLACEMENT OF ANY NON-CONFORMING GOODS, OR AT AMBIENT- ENTERPRISES & AFFILIATED COMPANIES OPTION, REFUND OF THE PURCHASE PRICE PAID FOR SUCH NON-CONFORMING GOODS.

14. Waiver: The failure of the Company to insist upon the strict performance of any of these terms and conditions of sale will not be deemed to be a waiver of any of the rights or remedies of the Company, nor of its right to insist upon strict performance of such term or of any other term in the future. No waiver of any of these terms and conditions of sale will be valid unless in writing signed by a duly authorized representative of the Company.

15. Compliance with Applicable Codes and Standards: Customer acknowledges and agrees that all HVAC equipment and components purchased from Company must be installed, used, and maintained in accordance with applicable HVAC and/or building codes and standards. Customer assumes sole and complete responsibility for ensuring that any installation, use, or application of products purchased from Company complies with all applicable codes, regulations, and industry standards. Company makes no warranties or representations and expressly disclaims any liability related to code compliance or the installation, use, or application of products. Customer shall indemnify, defend, and hold AMBIENT-ENTERPRISES & AFFILIATED COMPANIES harmless from any claims, damages, liabilities, costs, or expenses (including reasonable attorneys’ fees) arising from Customer’s failure to comply with applicable codes, standards, or regulations, or from the improper installation, use, or application of products purchased from AMBIENT-ENTERPRISES & AFFILIATED COMPANIES.

16. Cancellations and Returns: Customer may not cancel or return any order of Goods without AMBIENT-ENTERPRISES & AFFILIATED COMPANIES express written consent. Customer agrees that any cancellation or return of Goods so authorized by AMBIENT-ENTERPRISES & AFFILIATED COMPANIES: (i) must be approved in writing by the goods’ manufacturer; (ii) obligates the Customer to timely pay the cancellation/restocking charge of the goods’ manufacturer (which is at least 15%), plus all applicable freight; and (iii) obligates the Customer to pay AMBIENT-ENTERPRISES & AFFILIATED COMPANIES charges and costs, which may include but is not limited to submittal preparation, factory costs, overhead and profit, and all other fees which shall be enumerated by AMBIENT-ENTERPRISES & AFFILIATED COMPANIES.

17. Orders Placed on Hold After Release for Production: All requests by Customer to place an order on hold must be approved in writing by AMBIENT-ENTERPRISES & AFFILIATED COMPANIES. Customer must promptly advise AMBIENT-ENTERPRISES & AFFILIATED COMPANIES in writing: (i) the requested “hold” duration; (ii) the reason for the hold; and (iii) any special requests (e.g., storage). If approved by AMBIENT- ENTERPRISES & AFFILIATED COMPANIES, AMBIENT-ENTERPRISES & AFFILIATED COMPANIES will provide to Customer an itemization of the costs associated with the requested hold (i.e., fees and costs associated with submittal preparation, storage, factory costs and material costs.)

18. Delivery: All shipping and delivery dates are approximate and are based, in part, on prompt receipt of all necessary information at manufacturer’s plant. In case of delay in furnishing complete information, shipment or delivery dates may be extended for a reasonable time based on conditions at manufacturer’s plant. In no event shall AMBIENT-ENTERPRISES & AFFILIATED COMPANIES be liable for any damages for delays in shipment or delivery.

19. Force Majeure: AMBIENT-ENTERPRISES & AFFILIATED COMPANIES shall not be liable for delay in delivery (or inability to deliver) due to causes beyond the AMBIENT-ENTERPRISES & AFFILIATED COMPANIES reasonable control including but not limited to: acts of God; acts of the Customer; acts of civil or military authority; government orders; fires; strikes; picketing or boycotts; floods; epidemics; pandemics; quarantine restrictions; war; insurrection or riot; embargoes; cybersecurity incidents; supply chain disruptions, including those due to geopolitical events; disturbances of production or supply with AMBIENT-ENTERPRISES & AFFILIATED COMPANIES manufacturer/supplier; trucking or transit shortages; wrecks or delays in transportation; unusually severe weather; or inability to obtain necessary labor, materials or manufacturing facilities due to such causes. In the event of any such delay, the date of delivery shall be extended for a length of time determined solely by AMBIENT-ENTERPRISES & AFFILIATED COMPANIES in it’s reasonable business judgment, and AMBIENT-ENTERPRISES & AFFILIATED COMPANIES shall have no liability for any damages, consequential or otherwise, resulting from such delay. AMBIENT-ENTERPRISES & AFFILIATED COMPANIES will make commercially reasonable efforts to notify Customer of known delays, but failure to provide such notice shall not constitute a breach of this Agreement. Customer expressly waives any right to cancel any order due to delays caused by force majeure events.

20. Governing Law and Venue: Customer agrees that all issues/disputes relating to this Agreement shall be construed under the laws of the location of the selling entity or address where project was completed. Customer further agrees that the exclusive jurisdiction and venue for any legal action brought to enforce any and all disputes relating this Agreement or with respect to labor or materials furnished by AMBIENT-ENTERPRISES & AFFILIATED COMPANIES shall be in location of the selling entity or address where project was completed and customer waives any objection to personal jurisdiction or inconvenient forum. Notwithstanding the foregoing, AMBIENT-ENTERPRISES & AFFILIATED COMPANIES retains the right to bring actions for enforcement of lien rights, bond claims, trust fund violations, or other statutory remedies in the jurisdiction where the construction project or property is located, as may be required by applicable law, and Customer consents to personal jurisdiction in such jurisdictions for such actions. Additionally, if AMBIENT-ENTERPRISES & AFFILIATED COMPANIES initiates legal action to enforce statutory remedies (i.e., claims on mechanics lien, stop payment notices, payment bonds, etc.) in connection with a debt incurred by Customer, then the governing law, jurisdiction and legal venue will be determined by the law of the state where such statutory remedies are to be enforced.

21. Severability: If any term, condition or provision of this Agreement is found to be invalid or unenforceable, such term, condition, or provision shall be severed out and the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

22. Copies and Electronic Signatures: Customer consents to receive communications from Company in electronic form, including emails, text messages, and electronic documents. Customer consents to electronic delivery of all notices, statements, and legal documents. Customer agrees that AMBIENT- ENTERPRISES & AFFILIATED COMPANIES may, at AMBIENT-ENTERPRISES & AFFILIATED COMPANIES sole discretion, accept, utilize and rely upon a facsimile copy, electronic copy or photocopy of this Agreement, in lieu of an original document. Customer acknowledges that, by transmitting a facsimile copy, electronic copy or photocopy of this document to AMBIENT-ENTERPRISES & AFFILIATED COMPANIES, Customer agrees to be bound by the Terms and Conditions contained in this Agreement to the same extent as if an original were transmitted to AMBIENT-ENTERPRISES & AFFILIATED COMPANIES. Customer agrees that electronic signatures will have the same force and effect as any original signatures. Customer waives any right to object to the use of electronic communications in place of paper communications and any right to require Company to subsequently produce originals.

23. Complete Agreement: This Agreement represents the final integrated agreement between sophisticated commercial parties. Customer acknowledges having adequate time to review this Agreement, the opportunity to consult legal counsel, and sufficient business experience to understand its commercial terms. This Agreement supersedes any prior agreements between Customer and AMBIENT-ENTERPRISES & AFFILIATED COMPANIES. AMBIENT-ENTERPRISES & AFFILIATED COMPANIES object to any additional or conflicting terms transmitted by Customer in any purchase order or other writing. No waiver, alteration or modification by Customer of any of the provisions hereof shall be binding upon AMBIENT-ENTERPRISES & AFFILIATED COMPANIES unless specifically assented to in a signed writing by an officer of AMBIENT-ENTERPRISES & AFFILIATED COMPANIES.

24. Privacy Notice and Policy: AMBIENT-ENTERPRISES & AFFILIATED COMPANIES Privacy Policy outlines how we gather, use, share, and protect personally identifiable information that can be used to contact or identify you (“Data”). When your personal Data is used to apply for credit, complete a transaction, verify your credit card, place an order, open an account, arrange for a delivery, or return a purchase, it is implied that you consent to our collection of personal Data and use of it for that specific reason. AMBIENT-ENTERPRISES & AFFILIATED COMPANIES do not sell or exchange for value your Data under any circumstance. Customer acknowledges that Customer has read and understood AMBIENT-ENTERPRISES & AFFILIATED COMPANIES Privacy Policy at: https://dmghvac.com/wp-content/uploads/2024/03/DMG-CCPA-Public-Privacy- Policy-for-Consumers-Applicants-and-Contractors.pdf. AMBIENT-ENTERPRISES & AFFILIATED COMPANIES’s Privacy Policy is expressly incorporated into this Agreement. Where required under law, and to the extent required, Customer provides consent to the processing and transfer according to the AMBIENT-ENTERPRISES & AFFILIATED COMPANIES Privacy Policy and further confirms that it has obtained consent from relevant data subjects, including Customer employees, where required. If AMBIENT-ENTERPRISES & AFFILIATED COMPANIES collects or processes personal data from California residents under this Agreement, AMBIENT-ENTERPRISES & AFFILIATED COMPANIES is a “Service Provider” under the CCPA, and will not sell or exchange such personal data for anything of value.

25. Incorporation by Reference: Any clause required to be included in a contract of this type by any applicable and valid federal, state or local law or administrative rule or regulation having the effect of law shall be deemed to be incorporated herein.