Service Agreement Terms V1

TERMS AND CONDITIONS OF SALE

APPLICABLE TERMS. This Agreement governs the sale and performance of services provided by Northern Lights Custom Services, herein NLCS, (“Services”). The Standard Terms Addenda, these terms, any other applicable addenda, NLCS' proposal, price quote, purchase order or acknowledgement issued by NLCS form the parties’ final agreement (“Agreement”). In the event of any ambiguity or conflict between these documents, precedence shall apply in accordance with the order written in the previous sentence. NLCS’ proposal, offer or acceptance is conditioned on Buyer's acceptance of this Agreement. Any additional or conflicting terms in Buyer’s request for proposal, specifications, purchase order or any other written or oral communication are not binding on NLCS unless separately signed by NLCS. NLCS' failure to object to Buyer’s additional or conflicting terms does not operate as a waiver of the terms contained in this Agreement.
PRICING & PAYMENT. Prices and payment terms are: (i) as stated in NLCS' proposal, or if none are stated; (ii) NLCS’ standard rates in effect when NLCS receives Buyer’s purchase order; or if neither (i) nor (ii) apply, then NLCS' standard rates in effect when the Services are performed.

Payment - Unless stated in NLCS' proposal, all payments are due net thirty (30) days from the invoice date in United States Dollars.
Credit Approval - All orders are subject to credit approval by NLCS. NLCS may modify, suspend or withdraw the credit amount or payment terms at any time. If there is doubt as to Buyer’s financial condition, NLCS may withhold performance of Services, require cash payments or advance payments, or require other satisfactory financial security before performance of Services.
Taxes - Unless stated in writing by NLCS, NLCS' rates exclude charges for taxes, excises, fees, duties, tariffs charged on the importation of goods into the United States, or other government charges related to the Services. Buyer will pay these amounts or reimburse NLCS. If Buyer claims a tax or other exemption or direct payment permit, Buyer will provide a valid exemption certificate or permit and indemnify, defend and hold NLCS harmless from any taxes, costs and penalties arising from same. Increases, changes (including in application), adjustments or surcharges which may be incurred are for Buyer’s account.
Late Payments– Late payments shall bear interest at an annual percentage rate of twelve percent (12%) or the highest rate allowed by law, whichever is lower.
Disputed Invoice - If Buyer disputes all or any portion of an invoice, it must first deliver written notice to NLCS of the disputed amount and the basis for the dispute within twenty-one (21) days of receiving the invoice. Failure of Buyer to timely notify NLCS of any dispute constitutes a waiver of Buyer’s claim. If Buyer only disputes a portion of the invoice Buyer must pay the undisputed portion in accordance with Article 2(a). Upon resolution of the dispute in favor of NLCS, Buyer must pay the invoice or the remainder of the invoice, plus any accrued interest on the late payment.
Suspension/Termination Right - NLCS may suspend Services if an undisputed invoice is more than fifteen (15) days past due. NLCS may terminate this Agreement if an undisputed invoice is more than thirty (30) days past due. Unless otherwise prohibited by law, NLCS may also terminate this Agreement immediately in the event of a material adverse change in the Buyer’s financial condition, including, but not limited to bankruptcy, insolvency, or liquidation.

RISK OF LOSS AND SCHEDULE. Services shall be performed at the location identified in the Agreement (“Site”). Risk of loss of or damage to Buyer’s equipment, including “Equipment” (equipment, materials, components and items of any kind for which NLCS is to provide Services under the Agreement), shall remain with Buyer at all times during the performance of the Services hereunder. If Buyer procures or has procured property damage insurance applicable to occurrences at the Site, Buyer shall obtain a waiver by the insurers of all subrogation rights against NLCS. Any performance or completion dates are estimated dates only. NLCS is not liable for any loss or expense incurred by Buyer or Buyer's customers if NLCS fails to meet any such dates.
CANCELLATION. Either party may terminate this Agreement by providing sixty (60) days’ written notice to the other party. Upon termination, NLCS reserves the right to invoice Buyer for any services rendered up to the effective date of termination that have not yet been billed in accordance with the billing schedule outlined in this Agreement. All outstanding amounts shall be payable in accordance with the payment terms specified herein.
FORCE MAJEURE / DELAYS. If either party is unable to perform or suffers delay in performance, due to any cause beyond its reasonable control (regardless of whether the cause was foreseeable), including without limitation acts of God, inclement or unusually severe weather conditions, strikes, labor shortage or disturbance, fire, accident, war or civil disturbance, delays of carriers, cyber-attacks, terrorist attacks, failure of normal sources of supply, or acts or inaction of government, the time of performance will be extended by a period equal to the length of time it takes to overcome the effect of the event. In addition, NLCS shall be entitled to be compensated by Buyer for reasonable and direct additional costs incurred during such event. NLCS will notify Buyer within a reasonable time after becoming aware of any such event. If there are force majeure delays exceeding 180 days in the aggregate, NLCS may terminate the Agreement. For the avoidance of doubt, failure to pay shall not constitute a force majeure delay.
BUYER’S REQUIREMENTS. NLCS' performance is contingent upon Buyer timely complying with and fulfilling all of its obligations under this Agreement. These obligations include the Buyer supplying all necessary access to Equipment, where applicable, and all required “Third Party Parts” (parts, components, equipment or materials provided by Buyer or that exist in the Equipment which were not manufactured or supplied by NLCS or which were originally supplied by NLCS and subsequently repaired, serviced or otherwise altered by any party not affiliated with NLCS), documents, permits and approvals needed for NLCS to perform including, but not limited to, accurate technical information and data, drawing and document approvals, and all necessary commercial documentation. Buyer shall provide access to the Site as reasonably required by NLCS for the performance of the Services. NLCS may request a change order for an equitable adjustment in prices and times for performance, as well as to adjust for any additional costs or any delay resulting from the failure of Buyer, Buyer’s contractors, successors or assigns to meet these obligations or any other obligations in this Agreement. Buyer shall also maintain the Site in a safe condition, notify NLCS promptly of any site conditions requiring special care, and provide NLCS with any available documents describing the quantity, nature, location and extent of such conditions, including any Material Safety Data Sheets (MSDS) related to all hazardous materials at the Site which may impact the Services.
INDEMNITY. NLCS and Buyer (each as an “Indemnitor”) shall indemnify, hold harmless and defend the other (“Indemnitee”) from and against all third party claims alleging bodily injury, death or damage to a third party’s tangible property, but only to the extent caused by the Indemnitor or its subcontractor’s negligent acts or omissions. If the injury or damage is caused by the parties’ joint or contributory negligence, the loss and/or expenses shall be borne by each party in proportion to its degree of negligence. No part of Buyer’s Site or property of Buyer (or Site Owner) is considered third party property. Indemnitee shall provide the Indemnitor with prompt written notice of any third party claims covered by this Article. Indemnitor has the unrestricted right to select and hire counsel, and the exclusive right to conduct the legal defense and/or settle the claim on the Indemnitee’s behalf. Indemnitee shall not make any admission(s) which might be prejudicial to Indemnitor and shall not enter into a settlement without the express permission of Indemnitor.
WARRANTY.

NLCS warrants that it will perform the Services in a professional and workmanlike manner. If the Services fail to meet the warranty standards set forth in this Article 8(a) within ninety (90) days from completion of the Services (“Warranty Period”), and Buyer promptly reports such non-conformance to NLCS during the above mentioned Warranty Period, NLCS shall at its own expense re-perform the relevant Services or, in NLCSs’ sole discretion, refund Buyer the pro rata portion of the fees paid to NLCS under this Agreement allocable to the nonconforming Services (the “Warranty”).
Conditions to the Warranties. The Warranties are conditioned on: (i) no repairs, modifications or alterations being made to the Equipment” other than by NLCS or its authorized representatives; (ii) Buyer handling, using, storing, installing, operating and maintaining the Equipment in compliance with any parameters or instructions in any specifications attached to, or incorporated into this Agreement, (iii) or in the absence of such conditions, parameters or instructions or to the extent not applicable, in accordance with the generally accepted industry standards applicable in the locale where the Services are being performed and having regard to the nature of the Services; (iv) Buyer discontinuing use of the Equipment after it has, or should have had knowledge of any defect in the Equipment; (v) Buyer providing NLCS with reasonable access to operating and maintenance data as requested by NLCS. Without expense to NLCS, Buyer shall provide to NLCS and NLCS' subcontractors and their respective employees and agents on a twenty four (24) hours a day, seven (7) days a week basis, access to the Site, and each unit, including rights of way and easements required for safe access of such persons and equipment, as well as, to the extent applicable, online access to the Site, including to an installed remote monitoring system and to all units, as necessary to permit NLCS to perform the Services.; (vi) Equipment not having been subjected to accident (including force majeure), alteration, abuse or misuse; and (vii) Buyer not being in default of any payment obligation. Buyer shall provide, without cost to NLCS, access to the nonconformity by disassembling, removing, replacing and reinstalling any Equipment, materials or structures to the extent necessary to permit NLCS to perform its warranty obligations.
Exclusions from Warranty Coverage. The Warranties do not apply to any Third Party Parts or Equipment or to services not performed by NLCS pursuant to this Agreement. NLCS will have no liability to Buyer under any legal theory for such Third Party Parts, Equipment, services or any related assignment of warranties.
Warranty Notice. Buyer must provide written notice of any claims for breach of Warranty within the applicable Warranty Period. Additionally, absent written notice within the Warranty Period, any use of the Equipment after expiration of the Warranty Period is conclusive evidence that the Warranties have been satisfied.
Remedies. Buyer's sole and exclusive remedies for breach of the Warranties are limited, at NLCS' discretion, to re-performance of the non-conforming portion of the Services, within a reasonable time period, or refund of all or part of the purchase price. The warranty on re-performed Services is limited to the remainder of the original Warranty Period. Unless NLCS agrees otherwise in writing, Buyer will be responsible for any costs associated with: (i) transportation to and from the NLCS factory or repair facility; and (ii) damage to Equipment components or parts resulting in whole or in part from non-compliance by the Buyer with Article 8(b) or from their deteriorated condition.
THE WARRANTIES IN THIS ARTICLE 8 ARE NLCS' SOLE AND EXCLUSIVE WARRANTIES AND ARE SUBJECT TO THE LIMITS OF LIABILITY IN ARTICLE 9 BELOW. NLCS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE.

LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, NLCS IS NOT LIABLE, WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, FOR: LOSS OF USE, REVENUE, SAVINGS, PROFIT, INTEREST, GOODWILL OR OPPORTUNITY, LOSS OF PRODUCTION, COSTS OF CAPITAL, COSTS OF REPLACEMENT OR SUBSTITUTE USE OR PERFORMANCE, LOSS OF INFORMATION AND DATA, LOSS OF POWER, VOLTAGE IRREGULARITIES OR FREQUENCY FLUCTUATION, CLAIMS ARISING FROM BUYER'S THIRD PARTY CONTRACTS, OR FOR ANY TYPE OF INDIRECT, SPECIAL, LIQUIDATED, PUNITIVE, EXEMPLARY, COLLATERAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE. NLCS' MAXIMUM LIABILITY UNDER THIS AGREEMENT UNDER ANY THEORY OF RECOVERY, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), UNDER WARRANTY, INDEMNITY OR OTHERWISE, SHALL NOT EXCEED THE TOTAL PRICE PAID TO NLCS UNDER THIS AGREEMENT. BUYER AGREES THAT THE EXCLUSIONS AND LIMITATIONS IN THIS ARTICLE 9 WILL PREVAIL OVER ANY CONFLICTING TERMS AND CONDITIONS IN THIS AGREEMENT AND MUST BE GIVEN FULL FORCE AND EFFECT WHETHER OR NOT ANY OR ALL SUCH REMEDIES ARE DETERMINED TO HAVE FAILED OF THEIR ESSENTIAL PURPOSE. THESE LIMITATIONS OF LIABILITY ARE EFFECTIVE EVEN IF NLCS HAS BEEN ADVISED BY BUYER OF THE POSSIBILITY OF SUCH DAMAGES. THE WAIVERS AND DISCLAIMERS OF LIABILITY, RELEASES FROM LIABILITY AND LIMITATIONS ON LIABILITY EXPRESSED IN THIS ARTICLE 9 EXTEND TO NLCS’AFFILIATES, PARTNERS, PRINCIPALS, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES, SUBCONTRACTORS, AGENTS AND SUCCESSORS AND ASSIGNS OF NLCS. FOR THE AVOIDANCE OF DOUBT, IN THE EVENT THAT PHYSICAL LOSS OR DAMAGE TO THE BUYER’S PROPERTY RESULTS FROM THE FAILURE OF A PORTION OF THE SERVICES TO CONFORM TO ITS RESPECTIVE WARRANTY DURING THE APPLICABLE WARRANTY PERIOD NLCS’ LIABILITY SHALL IN NO CASE EXCEED NLCS’ OBLIGATION TO PERFORM THE REMEDIES SPECIFIED IN ARTICLE 8, AS APPLICABLE, WHICH NLCS WOULD HAVE HAD TO PERFORM IF SUCH REMEDY HAD BEEN CARRIED OUT IMMEDIATELY PRIOR TO THE OCCURRENCE OF THE PHYSICAL LOSS OR DAMAGE.
CONFIDENTIALITY.

Both during and after the term of this Agreement, the parties will treat as confidential all information obtained from the disclosing party and all information compiled or generated by the disclosing party under this Agreement for the receiving party, including but not limited to business information, the quotation, the Agreement, processes and procedures, knowhow, methods and techniques employed by NLCS in connection with the Services, technical data, drawings, flow charts, program listings, software code, and other software, plans and projections. Neither party may disclose or refer to the Services to be performed under this Agreement in any manner that identifies the other party without advance written permission. Except for security surveillance, the observing or recording of the Services or any part thereof, whether by photographic, video or audio devices or in any other manner is prohibited. In the event any such prohibited observation or recording occurs, NLCS may (in addition to any other legal or equitable rights and remedies) stop the Services until NLCS has satisfied itself that the prohibited conduct has ceased, and in such event (a) the date of delivery or time for performance will be extended by a period of time which NLCS determines necessary and (b) Buyer will reimburse NLCS for NLCS’ and its Suppliers’ additional costs and expenses resulting from such delay, including but not limited to any for demobilization or remobilization. Unless required by appropriate governmental authorities, neither party shall, without the prior written consent of the other party, issue any public statement, press release, publicity hand-out or other material relating to the Services performed on Buyer’s Site or Equipment. However, NLCS has the right to share confidential information with its affiliate and subcontractors provided those recipients are subject to the same confidentiality obligations set forth herein.
Nothing in this Agreement requires a party to treat as confidential any information which: (i) is or becomes generally known to the public, without the fault of the receiving party; (ii) is disclosed to the receiving party, without obligation of confidentiality, by a third party having the right to make such disclosure; (iii) was previously known to the receiving party, without obligation of confidentiality, which fact can be demonstrated by means of documents which are in the possession of the receiving party upon the date of this Agreement; or (iv) was independently developed by receiving party or its representatives, as evidenced by written records, without the use of discloser’s confidential information, or (v) is required to be disclosed by law, except to the extent eligible for special treatment under an appropriate protective order, provided that the party required to disclose by law will promptly advise the originating party of any requirement to make such disclosure to allow the originating party the opportunity to obtain a protective order and assist the originating party in so doing.
It is NLCS' policy not to unlawfully or improperly receive or use confidential information, including trade secrets, belonging to others. This policy precludes NLCS from obtaining, directly or indirectly from any employee, contractor, or other individual rendering services to NLCS confidential information of a prior employer, client or any other person which such employee, contractor, or individual is under an obligation not to disclose. Buyer agrees to abide by this policy.
NLCS shall retain all intellectual property rights in the Services, works, NLCS’ documents, processes, NLCS’ confidential information, and any design information and/or documents made by (or on behalf of) NLCS. Upon receipt of all fees, expenses and taxes due in respect of the relevant Services, NLCS grants to the Buyer a non-transferable, non-exclusive, royalty-free license to copy, use and communicate NLCS’ documents for the sole purpose of operation and maintenance of the facility upon which the Services have been performed.

COMPLIANCE WITH LAWS. The parties agree to comply with all applicable laws and regulations.
CHANGES IN SERVICES. No change will be made to the scope of Services unless Buyer and NLCS agree in writing to the change and any resulting price, schedule or other contractual modifications. If any change to any law, rule, regulation, order, code, standard or requirement impacts NLCS’ obligations or performance under this Agreement, NLCS shall be entitled to a change order for an equitable adjustment in the price and time of performance.
NON-WAIVER. Any waiver by a party of strict compliance with this Agreement must be in writing, and any failure by the parties to require strict compliance in one instance will not waive its right to insist on strict compliance thereafter.
MODIFICATION OF TERMS. These terms may only be modified by a written instrument signed by authorized representatives of both parties.
ASSIGNMENT. Neither party may assign all or part of this Agreement, or any rights or obligations under this Agreement without the prior written consent of the other; but either party may assign its rights and obligations, without recourse or consent to, any parent, wholly owned subsidiary or affiliate or affiliate’s successor organization (whether as a result of reorganization, restructuring or sale of substantially all of a party’s assets). However, Buyer shall not assign this Agreement to a competitor of NLCS; an entity in litigation with NLCS; or an entity lacking the financial capability to satisfy Buyer’s obligations. Any assignee expressly assumes the performance of any obligation assigned. NLCS may grant a security interest in this Agreement and/or assign proceeds of this Agreement without Buyer’s consent.
APPLICABLE LAW AND JURISDICTION. This Agreement is governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict of laws principles. BOTH NLCS AND BUYER KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ALL RIGHTS TO A JURY TRIAL IN ANY ACTION OR PROCEEDING RELATED IN ANY WAY TO THIS AGREEMENT. Each party agrees that claims and disputes arising out of this Agreement must be decided exclusively in a federal or state court of competent jurisdiction located in a state in which either Buyer or NLCS maintains its principal place of business. Each party submits to the personal jurisdiction of such courts for the purpose of litigating any claims or disputes.
SEVERABILITY. If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions will not in any way be affected or impaired. A court may modify the invalid, illegal or unenforceable provision to reflect, as closely as possible, the parties’ original intent.
SURVIVAL. The Articles entitled “Intellectual Property,” “Limitation of Liability,” “Indemnity”, “Confidentiality,” and “Risk of Loss and Schedule” survive any termination, expiration or cancellation of this Agreement.

Version: 9/2/2025 SA