Products Purchase Terms & Conditions (Hardware & Software Licenses Only) v1.1.1 APPLICABILITY: These Terms and Conditions apply to all quotations, sales, and deliveries of physical equipment, lighting fixtures, automation components, and sensing devices (collectively, "Hardware") and software licenses, firmware, or software-as-a-service subscriptions (collectively, "Software") supplied by ABI Advantage LLC ("Seller") to the purchasing entity ("Buyer"). Together, Hardware and Software are referred to as "Products." Pricing reflects Products Only. Programming, commissioning, and cloud hosting services are excluded and require a separate Services Contract. 1. Scope of Supply & Absolute Exclusion of Services Products Only: This agreement governs the sale and delivery of Products only. Separation of Services: NO FIELD LABOR, SITE SUPERVISION, WIRING, PHYSICAL INSTALLATION, SYSTEM PROGRAMMING, CONFIGURATION, COMMISSIONING, OR CLOUD HOSTING SERVICES ARE INCLUDED UNDER THIS AGREEMENT. Separate Contract Required: While Seller offers professional software programming, configuration, commissioning, and hosting services, such services are strictly excluded here and are provided only under a separate, mutually executed Services Contract. The purchase of Products does not obligate Seller to provide services, nor does it guarantee the availability of service technician schedules. 2. Utility Instant Discounts (Point-of-Sale) Pass-Through Savings: Certain Products may qualify for instant point-of-sale discounts funded directly by participating utility programs. Seller passes these savings directly to the Buyer at the time of purchase as a line-item credit. Installation Territory Restrictions: Buyer acknowledges that these instant discounts are strictly contingent upon the Products being physically installed at the designated project address within the participating utility’s authorized service territory. Audit Compliance & Reimbursement: If the utility provider audits the transaction and determines the Buyer violated program rules (including, but not limited to, diverting the Products to a non-qualifying location, failing to install them, or failing to meet program criteria), and subsequently revokes or claws back the funding from the Seller, Buyer shall immediately reimburse Seller for the full cash value of the revoked discount. 3. Price and Payment Terms Payment Deadlines: Buyer shall pay all invoices in full in US Dollars within Net 10 days from the invoice date, unless alternative terms are explicitly agreed to in writing and approved by Seller's credit department. Taxes and Shipping Costs: All prices quoted are exclusive of shipping, handling, freight, insurance, and all applicable federal, state, and local sales, use, excise, or value-added taxes. All such charges are the sole responsibility of the Buyer. Late Payment Penalty: Any unpaid balances past the Net 10 due date shall accrue interest at a rate equal to the lesser of 2.0% per month (24% per annum) or the maximum rate permitted by applicable law, calculated daily from the due date until paid in full. Collection Expenses: If Buyer defaults on any payment due, Buyer agrees to reimburse ABI Advantage LLC for all costs of collection, including but not limited to reasonable attorneys' fees, court costs, and collection agency fees. Credit Revocation: Seller reserves the right to alter, suspend, or revoke credit terms at any time if, in Seller’s sole discretion, the Buyer's financial condition or payment history warrants it. 4. System Compatibility & Engineering Disclaimer Buyer Responsibility: THE BUYER BEARS SOLE RESPONSIBILITY FOR VERIFYING THAT THE ORDERED HARDWARE AND SOFTWARE ARE COMPATIBLE WITH EACH OTHER, WITH THE PROJECT’S DESIGN SPECIFICATIONS, WITH THE LOCAL NETWORK/IT ENVIRONMENT, AND WITH ANY LEGACY OR THIRD-PARTY BUILDING SYSTEMS. No Design or Engineering Liability: ANY REVIEW OF PROJECT BLUEPRINTS, SCHEMATICS, SUBMITTALS, OR THE PREPARATION OF A BILL OF MATERIALS (BOM) BY THE SELLER IS A COURTESY. IT DOES NOT CONSTITUTE PROFESSIONAL ENGINEERING, ARCHITECTURAL DESIGN, OR ELECTRICAL CONSULTANCY. SELLER DOES NOT GUARANTEE THAT THE PRODUCTS SATISFY THE OVERARCHING DESIGN OR CODE REQUIREMENTS OF THE PROJECT. Interoperability: Seller does not warrant that lighting fixtures, automation modules, or software platforms will successfully interface or communicate with third-party systems unless the Buyer has specifically contracted Seller to perform integration services under a separate Services Contract. 5. Delivery, Title, and Risk of Loss Hardware Shipment: All Hardware shipments are FOB Origin (Seller’s warehouse or OEM factory point of shipment). Title and risk of loss or damage pass entirely to the Buyer the moment the Hardware is handed over to the common carrier. Software Delivery: Software licenses, access credentials, or digital activation keys will be delivered electronically to the email address provided by the Buyer. Delivery is deemed complete upon electronic transmission. Site Storage: Following Hardware delivery, the Buyer is solely responsible for protecting the materials. Buyer assumes all risk for damage caused by improper, unconditioned, or unsecure site storage. 6. Inspection, Deemed Acceptance, and Subscription Start Hardware Inspection Window: Buyer must inspect all physical shipments for shortages, damages, or non-conformance within five (5) business days of delivery. If written notice is not provided within this window, the Hardware is deemed fully accepted. Software Subscription Term: The subscription term or license validity period commences immediately upon electronic delivery of the keys/credentials. Activation and billing will not be delayed or paused to align with building construction milestones, occupancy schedules, or project "go-live" dates. 7. Warranties & EULA Compliance Distributor Status: SELLER IS A DISTRIBUTOR, NOT THE MANUFACTURER OR ORIGINAL SOFTWARE DEVELOPER. SELLER PROVIDES NO INDEPENDENT WARRANTIES REGARDING PRODUCT PERFORMANCE, HARDWARE DURABILITY, OR SOFTWARE FUNCTIONALITY. ALL PRODUCTS ARE SOLD "AS IS" BY SELLER, SUBJECT ONLY TO AVAILABLE MANUFACTURER WARRANTIES. EULA Compliance Mandate: Strict compliance with the Software Developer's End User License Agreement (EULA) is required for any software purchased. The Buyer agrees to be bound by and fully comply with all third-party EULA, terms of service, and licensing restrictions associated with the Software. Pass-Through Terms: Seller passes through all available warranties provided by the Original Equipment Manufacturer (OEM) and Software Developer to the extent permissible. Labor & Bug Exclusion: OEM warranties cover parts/licenses only. Seller is not responsible for labor costs to swap defective hardware, nor is Seller liable for software bugs, cyber vulnerabilities, or hosting downtime caused by the Software Developer. 8. Returns, Cancellations, and Restocking Non-Returnable Products: Factory-ordered, custom-configured, or built-to-order Hardware, as well as all electronic Software licenses, are 100% non-cancelable and non-returnable. Standard Stock Returns: Returns on standard, unconfigured stock items are subject to Seller's prior written approval, must be requested within fifteen (15) days of delivery, and are strictly subject to a 25% restocking fee. Materials must be returned in their original, unopened, unmarred packaging. 9. Non-Payment and License Suspension Remedies for Delinquency: In the event of Buyer’s non-payment or late payment for Products, Seller reserves the right to withhold future hardware shipments and/or instruct the Software Developer to deactivate or suspend access to Software licenses without liability for any resulting building automation disruptions or project delays. 10. Limitation of Liability & Carve-Outs NO DELAY DAMAGES: SELLER IS NOT LIABLE FOR PROJECT DELAYS, LIQUIDATED DAMAGES (LDs), OR CONSTRUCTION BACKCHARGES IMPOSED BY OWNERS OR CONTRACTORS DUE TO MANUFACTURING DELAYS, SUPPLY CHAIN DISRUPTIONS, SOFTWARE BUGS, OR PRODUCT INCOMPATIBILITY. LIABILITY CAP: EXCEPT IN CASES RESULTING DIRECTLY FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL WRONGDOING, IN NO EVENT SHALL EITHER PARTY'S TOTAL AGGREGATE LIABILITY FOR ANY CLAIM (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) EXCEED THE NET DOLLAR AMOUNT ACTUALLY PAID BY BUYER TO SELLER FOR THE SPECIFIC PRODUCT GIVING RISE TO THE CLAIM. CONSEQUENTIAL DAMAGES WAIVER: EXCEPT IN CASES RESULTING DIRECTLY FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL WRONGDOING, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, SITE OVERHEAD, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 11. Severability If any provision or portion of these Terms and Conditions is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be eliminated or limited to the minimum extent necessary, and the remaining provisions of these Terms and Conditions shall continue in full force and effect. 12. Governing Law and Jurisdiction (Maryland) This agreement, and all claims, disputes, or causes of action arising out of or relating to the transaction between the parties, shall be governed by, and construed in accordance with, the laws of the State of Maryland, without regard to its conflict of laws principles. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is explicitly excluded. Any legal suit, action, or proceeding arising out of or relating to this agreement shall be instituted exclusively in the state or federal courts located in the State of Maryland, and each party irrevocably submits to the exclusive jurisdiction of such courts.