STANDARD TERMS AND CONDITIONS

These Standard Terms and Conditions are incorporated into and form an integral part of the Consignment and Prepayment Agreement (the "Agreement") between the parties. In the event of any conflict between the terms of the Agreement and these Standard Terms and Conditions, the terms of the Agreement shall prevail unless expressly stated otherwise. Vendor's Representations and Warranties. Vendor represents and warrants to Consignee that: Vendor has the full legal capability, right, power, and authority to enter into this Agreement and to perform all of its obligations hereunder. This Agreement has been duly and validly executed and delivered by Vendor, and constitutes a legal, valid, and binding obligation of Vendor, enforceable against Vendor in accordance with its terms. The execution, delivery, and performance of this Agreement by Vendor will not (a) violate or conflict with any applicable law, regulation, or order, (b) result in a breach of, or constitute a default under any contract, agreement, or other instrument to which Vendor is a party or by which any of its material assets are bound, or (c) require any consent, approval, or authorization from any third party. To the best of Vendor's knowledge, the Products and their use do not infringe upon any patents, copyrights, trademarks, or other intellectual property of any third party. There is are no pending or threatened claims, suits, or proceedings alleging that the Products their use infringes upon such patents, copyrights, or trademarks. Product Warranty; Defective Products. Vendor warrants that the Products will be free from defects in design, materials, and workmanship for a period of 12 months from the date of purchase by an end user. Vendor warrants that the Products are merchantable and fit for their intended use and that the Products will perform in conformance with the specifications and documentation provided with the Products. Vendor agrees that such warranties are made for the benefit of Consignee, its customers and dealers, and any end users of the Products. Consignee may, at Vendor's sole expense, return the Products to Vendor that are found to be defective for immediate credit of the amount of the purchase price of such Products plus all shipping charges incurred by Consignee in returning the defective Products. Delayed Payments. If Vendor fails to pay any amounts within ten (10) days since the due date, then, in addition to any and all other remedies available under this Agreement or at law or equity (none of which shall be deemed waived by the exercise of any right under this Section): All overdue amounts shall accrue interest at the Applicable Rate (as defined in this Section below), beginning on the date such payment is due and continuing until (but excluding) the date the overdue amount, together with all accrued interest, is paid. "Applicable Rate" means a simple rate of interest that is calculated on a daily basis and compounded monthly at a rate that is the lesser of: (a) 1% per month, or (b) the maximum rate permitted under applicable law. If such failure continues for more than thirty (30) days, Vendor shall be deemed in material breach of this Agreement, and the other party may, at its sole discretion, immediately terminate this Agreement, and/or sell the Products at a price reasonably decided by Consignee to recover the outstanding amount. Vendor shall reimburse Consignee for all reasonable third-party costs incurred in collecting any overdue payments and related interest, including without limitation, attorneys' fees, legal expenses, court costs, and collection agency fees. Set-off. Notwithstanding anything to the contrary in this Agreement, and without prejudice to any other rights or remedies available to it, Consignee may, at its sole discretion, set off or recoup any amount owed by Consignee to Vendor (including without limitation, any prepayments or payments of the sales price (if applicable), against any amount which Consignee, in good faith, determines is owed by Vendor to Consignee (including without limitation, any processing fees, storage fees, shipping fees, commission fees, refunds of repayments, indemnity amounts, and delayed payment interest), whether or not such obligations are matured or unmatured, or liquidated or unliquidated. Default. For purposes of this Agreement, a party shall be deemed in default if: For Vendor, it fails to pay any amounts due and such failure continues for more than thirty (30) days since the due date, it materially breaches any term of this Agreement and fails to cure such breach within ten (10) days after receiving written notice thereof from the non-breaching party, or it ceases conducting business in the ordinary course, becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets (and such receiver is not discharged within 30 days), or becomes the subject of any bankruptcy, insolvency, or similar proceeding under any federal or state law relating to the protection of creditors' rights. Upon the occurrence of an event of default as described in this Section, the party not in default may immediately terminate this Agreement by giving written notice to the party in default. Survival. The termination or expiration of this Agreement shall not affect those provisions which, by their nature or express terms. Such provisions shall remain in full force and effect to the extent necessary to fulfill their intended purpose. Indemnification. Vendor shall defend, indemnify, and hold harmless Consignee, its officers, directors, employees, counsel, agents, and attorneys-in-fact from and against any claims, demands, liabilities, expenses (including reasonable attorneys' fees and costs), or other losses for any injury or damage, including, but not limited to, any personal or bodily injury or property damage, relating to, arising out of, or resulting in any way from any defect in Products. This duty to indemnify Consignee and the parties identified in the previous sentence shall be in addition to the warranty obligations of Vendor. Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY EXPENSES, LOST REVENUES, LOST SAVINGS, LOST PROFITS, OR ANY OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH ANY BUSINESS RELATING TO OR ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED (ABSENT MALICIOUS INTENT OR GROSS NEGLIGENCE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS HEREIN SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED UNDER ANY TERM OF THIS AGREEMENT. Confidentiality. Confidential Information. Each party agrees to maintain in strict confidence and not to disclose or use for any purpose other than the performance of this Agreement any Confidential Information of the other party. "Confidential Information" includes, without limitation, any information or know-how of a confidential or proprietary nature relating to the disclosing party, including the existence and terms of this Agreement, the transactions contemplated herein, and any business, financial, or trading information disclosed or made available as a result of this Agreement. Permitted Disclosure. Notwithstanding Section 9.1, a party may disclose Confidential Information if, and to the extent that, such disclosure is required by: (a) any applicable law rule or regulation; (b) the rules of any securities exchange to which such party is subject, or (c) any regulatory, governmental, or judicial authority with jurisdiction over such party, whether or not such requirement has the force of law. Advance Notice and Cooperation. If a party is required to make a disclosure pursuant to Section 9.2, it shall, to the extent legally permitted, give the other party prior written notice of such requirement and reasonably cooperate with the other party to allow it to seek a protective order or other appropriate remedy. In such event, the disclosing party shall disclose only that portion of the Confidential Information that it is legally compelled to disclose. Notices. All notices, requests, consents, claims, demands, waivers, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: when delivered by hand (with written confirmation of receipt); when received by the addressee if sent by a nationally recognized overnight courier (with tracking and delivery confirmation); or on the date sent by email (with confirmation of transmission), in each case to the respective addresses and email addresses set forth in the Agreement (or to such other address or email address as either party may designate by notice in accordance with this Section). Miscellaneous. Assignment. Vendor shall not assign, delegate, or otherwise transfer this Agreement or any of its rights or obligations hereunder without the prior written consent of Consignee, and any attempted assignment without such consent shall be null and void. Consignee may assign or transfer this Agreement, in whole or in part, to a third party by providing written notice to Vendor. Entire Agreement; Amendment and Modification. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written, between the parties relating to such subject matter. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless made in writing and duly signed by both parties. Withholding Payment. In the event of a bona fide dispute arising out of or relating to this Agreement, Consignee shall have the right to withhold payment of any disputed amounts otherwise due to Vendor, provided that Consignee notifies Vendor in writing of the nature and basis of the dispute. Any such withholding shall be limited to the amount in dispute and shall not constitute a breach of this Agreement. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures exchanged by electronic transmission (including PDF or other scanned formats) shall be deemed original signatures for all purposes. Waiver. No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power, or privilege hereunder. The waiver by either party of a breach of any provision of this Agreement shall not constitute or be construed as a waiver of any subsequent breach or of any other provision, and no waiver shall be effective unless made in writing and signed by the waiving party. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and permitted assigns. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, in whole or in part, such determination shall not affect the validity, legality, or enforceability of the remaining provisions hereof, which shall continue in full force and effect to the fullest extent permitted by law. Relationship of the Parties. For all purposes related to this Agreement, the parties acknowledge and agree that their relationship is solely that of independent contractors. Nothing in this Agreement shall be construed to: (a) grant either party the right or authority to direct or control the day-to-day operations or activities of the other; (b) create a partnership, joint venture, agency, or any other form of joint business relationship between the parties; or (c) deem any party, or its agents or employees, to be employees of the other party or authorize them to act for, bind, or otherwise obligate the other party in any manner. Choice of Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. Each party hereby consents to the exclusive jurisdiction and venue of the federal and state courts located in Pasadena, Los Angeles County, , California for any disputes arising out of or relating to this Agreement, and waives any objections to such jurisdiction or venue.