GENERAL TERMS AND CONDITIONS OF SALE AND SERVICE

1.      The Agreement

WALES DARBY, INC.’s (referred to herein as “WALES DARBY”) offer to sell the products or services stated in any order confirmation or quotation (each, the “Order Confirmation”) to the customer (“Customer”) is expressly subject to all of these general terms and conditions of sale and service (the “Terms and Conditions”) and contingent upon Customer’s agreement to the Terms and Conditions, which shall be implied in the absence of Customer’s execution of the Terms and Conditions. No additional, different or other terms or conditions shall apply to any sale resulting from any order placed by Customer for the products covered by the Order Confirmation. WALES DARBY expressly rejects such additional, different or other terms or conditions, including, but not limited to, such terms contained in Customer’s purchase order or other document or writing sent to WALES DARBY, and no such terms shall be binding on WALES DARBY.

2.      Delivery, Claims, and Delays

Delivery of the products shall be made in material compliance with the schedule set forth in the Order Confirmation or applicable purchase order. Delivery dates are estimates only and WALES DARBY shall not be liable for damages of any kind caused by delivery of products after the delivery date. Delivery of the products shall be F.O.B. shipping point, whereupon title and risk of loss of the products shall pass to Customer. Customer assumes all risks of and responsibility for loss or damage to, or delay in delivery of, any products after tender thereof to a common carrier or other shipper. Notwithstanding Section 2-510(1) of the Uniform Commercial Code, after delivery of the products to Customer, all risk of loss shall remain with Customer regardless of any breach of warranty or nonconformities in the products. Upon receipt of any delivery, Customer shall note any damage to the packaging or products on the freight bill and give immediate notice of such damage to WALES DARBY. Where WALES DARBY agrees to ship products by prepaid freight, WALES DARBY shall ship via the carrier of its choice. Any special instructions for delivery must be communicated by Customer to WALES DARBY in writing at least seven (7) days prior to shipping and agreed to by WALES DARBY in writing. Additional delivery charges arising from or related to Customer’s special instructions for delivery shall be Customer’s responsibility. WALES DARBY may deliver products in partial shipments. For back-ordered products, WALES DARBY shall make a reasonable effort to contact Customer to make mutually acceptable arrangements for delivery.

3.      Taxes, Customs and Charges

Customer shall pay for all sales, use, value-added and other taxes, levies, duties and tariffs, permit and license fees, and any other governmental charges relating to or incurred in connection with WALES DARBY’s performance hereunder or imposed on the manufacture, storage, sale, transportation, import, export, delivery, or use of any products. Despite the foregoing, if WALES DARBY is required to make any such payments, Customer shall immediately and fully reimburse WALES DARBY in those amounts, in addition to any penalties or other costs or expenses arising from or related to such payments made by WALES DARBY.

4.      Cancellation or Returns

Except with respect to custom or otherwise non-stock commercial products (“Custom Products”), which shall include, but not be limited to, those products identified on Exhibit A to the Terms and Conditions, any order may be cancelled by Customer within two

(2) business days after the date of the Order Confirmation. Custom Products are non-returnable, except under any applicable warranty. WALES DARBY and/or the applicable manufacturer shall have sole and absolute discretion to determine whether a product is acceptable for return. No products may be returned without a Returned Merchandise Authorization (“RMA”) from WALES DARBY. An RMA may be requested by calling 631-585-6800 or e-mailing returns@walesdarby.com within ninety (90) days after tender of delivery of products. All returns shall be freight pre-paid by Customer and subject to a 15% restocking fee, unless the return is due to an error by WALES DARBY. WALES DARBY reserves the right to assess additional charges for incidental or other damage to returned products.

5.      Payment

Due to evolving tariffs, WALES DARBY reserves the right to change the price of products at any time without notice to Customer. Further, prices quoted in relation to submittals are subject to WALES DARBY’S receipt of approved submittals from the appropriate engineer, contractor or other third party. WALES DARBY reserves the right to change such prices based on feedback from the engineer, contractor or other third party during the submittal process. Except as may otherwise be stated on the Order Confirmation, the purchase price shall be paid in United States dollars. Payment terms are net 30 days from the invoice date. Amounts due and not paid within thirty (30) days from the invoice date are subject to interest charges at the rate of 1.5% per month (to the extent permissible under applicable law) for each month or portion of a month until paid. Customer agrees to pay all of WALES DARBY’s reasonable attorney fees, collection fees and costs arising from or relating to any breach by Customer of the Terms and Conditions or any subsequent agreement between Customer and WALES DARBY. To secure payment of the purchase price, Customer hereby grants to WALES DARBY a lien in the form of a purchase money security interest in and to all products from time to time sold by WALES DARBY to Customer. Customer authorizes WALES DARBY to file all UCC financing statements and any other documents as may be appropriate for WALES DARBY to perfect its security interest in such products. Customer shall cooperate with WALES DARBY, including, but not limited to, executing such documents and doing such other acts and things as WALES DARBY may reasonably request from time to time for WALES DARBY to establish and maintain a valid perfected security interest in such products. Payments received by WALES DARBY shall be applied to the oldest amounts due unless otherwise agreed by WALES DARBY.

6.      Startup Service

As requested by Customer, and subject to the Terms and Conditions, WALES DARBY may perform a specific, limited startup service for certain products. Customer acknowledges and agrees the startup service shall be limited to WALES DARBY or its subcontractors inspecting a product according to the applicable startup report for the purpose of confirming whether the product is set up for operation. Startup reports are available at https://walesdarby.com/startup-forms/. Startup service does not include:

(a) the installation of any product, (b) the repair or replacement of any product or any part or component of any product, (c) training with respect to any product, (d) any walkthrough, commissioning or instruction with respect to any product, or (e) any other services or work beyond inspecting a product according to the applicable startup report for the purpose of confirming whether the product has been set up for operation. In the event any service or work beyond the startup service is requested or required, Customer shall contact their respective salesperson.

As a condition to the performance of any startup service for a product, Customer must complete and return the applicable pre- startup checklist for the product to WALES DARBY. Pre-startup checklists are available at https://walesdarby.com/startup-forms/. WALES DARBY shall perform the startup service provided that WALES DARBY receives a completed pre-startup checklist from Customer. Additional charges related to Customer’s request for startup service may be assessed for: (i) any site visit for the purpose of performing a startup service regardless of whether such startup service is actually performed, (ii) any additional startup service for a product, (iii) the cancellation of the performance of a startup service less than twenty-four (24) hours prior to the time scheduled for such startup service, (iv) any startup service performed in three (3) business days or less from the date of the request for the startup service, (v) any service or work performed that is beyond the startup service for a product, or (vi) additional site visits for any purpose other than the performance of the startup service for a product.

Customer acknowledges and agrees that WALES DARBY’s performance of any startup service or site visit is not a confirmation by WALES DARBY that a product’s installation and/or operation are consistent with such product’s Installation & Operation Manual (or the like). Customer further acknowledges and agrees that any startup service or site visit performed by WALES DARBY is not a substitute for, and does not replace, adherence to a product’s Installation & Operation Manual (or the like).

7.      Submittals

WALES DARBY may work with or make recommendations to engineers, contractors or other third parties concerning the equipment for a certain project, including, but not limited to, providing drawings and technical support. Customer and any such engineers, contractors or other third parties acknowledge and agree that: (a) WALES DARBY’s product recommendations are recommendations only, (b) WALES DARBY’s product recommendations are subject to the review and approval of such engineers, contractors, and other third parties, and (c) the inclusion or exclusion of any products in or from a project is subject to such third party’s sole and absolute discretion. In addition to the other provisions set forth herein, WALES DARBY expressly disclaims any liability arising from or related to any loss or damage of any kind caused by or alleged to be caused by any products recommended or sold by WALES DARBY. Customer and any such engineers, contractors, or other third parties shall have no recourse against WALES DARBY, whether directly or indirectly via indemnity or otherwise, for any such loss or damage caused or alleged to be caused to Customer, or any such engineers, contractors or other third parties, or any other party whatsoever.

8.      Limited Warranties

Customer acknowledges and agrees that WALES DARBY’S role with respect to the products is solely that of a distributor, and that the products were manufactured by their respective manufacturer. WALES DARBY makes no express or implied warranties in connection with any products or any service related to any product, including, but not limited to, warranty of merchantability, warranty of fitness for a particular purpose, warranty against any infringement of the intellectual property rights of a third party, and all other warranties express or implied by law, course of dealing, course of performance, usage of trade, or otherwise. Product warranties, if any, are provided solely by the manufacturer of the product, and WALES DARBY shall not extend or modify any such warranty without written consent from the manufacturer and then only as provided to Customer in a writing signed by WALES DARBY. WALES DARBY does not assume, or authorize any person to assume for it, any obligation or liability in connection with any products. EXCEPT TO THE EXTENT INCONSISTENT WITH THE RESPECTIVE MANUFACTURERS’ WARRANTIES, THE MANUFACTURER WARRANTIES ARE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTY OF MERCHANTABILITY AND WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND OF ANY OTHER OBLIGATIONS OR LIABILITIES ON THE PART OF WALES DARBY OR THE MANUFACTURER, AND NEITHER WALES DARBY NOR THE MANUFACTURER ASSUMES, NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR IT, ANY OTHER OBLIGATION OR LIABILITY IN CONNECTION WITH THE PRODUCTS.

9.      Limitations of Liability

• The aggregate liability of WALES DARBY, including, without limitation, for or with respect to WALES DARBY affiliates, contractors, subcontractors, suppliers, employees, agents, or representatives, arising from or related to the Order Confirmation, the sale of the products to Customer, or Customer’s use or resale of the products, whether based on contract, strict liability, negligence or other tort, pollution, disease or otherwise shall not exceed an aggregate amount equal to 100% of the purchase price actually received by WALES DARBY from Customer for the service or product giving rise to the
• IN NO EVENT SHALL WALES DARBY BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, CONTINGENT OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, FOR LOSS OF PROFITS, REVENUES OR PRODUCT, OR LOSS OF USE OF ANY PROPERTY (WHETHER BY SHUTDOWN, OPERATION AT LESS THAN CAPACITY OR

OTHERWISE), REGARDLESS OF WHETHER (I) ANY OF THE FOREGOING DAMAGES AROSE DIRECTLY OR INDIRECTLY THROUGH AN INDEMNIFICATION OR CONTRIBUTION OBLIGATION, (II) ANY OF THE FOREGOING DAMAGES AROSE OUT OF BREACH OF CONTRACT OR WARRANTY, TORT, PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, OR (III) WALES DARBY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIMS ARISING OUT OF OR RELATED TO ANY PRODUCTS MUST BE BROUGHT BY WITHIN ONE (1) YEAR AFTER THE DATE OF THE TENDER OF DELIVERY THEROF TO CUSTOMER. CUSTOMER’S FAILURE TO BRING ANY SUCH ACTION CONSTITUTES AN IRREVOCABLE WAIVER OF ANY AND ALL SUCH CLAIMS.

10.   Indemnity

Except as otherwise set forth herein, WALES DARBY and Customer (each, an “indemnitor”) agree to indemnify, defend and hold the other (the “indemnitee”) harmless against any and all third-party losses, damages, and expenses (including, without limitation, attorneys’ fees and other costs of litigation) that the indemnitee may incur as a result of any claim made against the indemnitee by any third party to the extent such losses, damages or expenses arise out of breach of the Terms and Conditions or the negligence or willful conduct of the indemnitor.

11.   Force Majeure

A “Force Majeure Event” shall mean any event, condition or circumstance which is beyond WALES DARBY’s reasonable control, including, without limitation, acts of God, casualties, epidemics, civil disturbances, war, riots, sabotage, accidents, thefts, changes in law or other acts of governmental authorities, strikes, or other labor shortages or disturbances, unavailability or excessive cost of materials or products, or acts or omissions of Customer or its employees, contractors, subcontractors or other persons for whom Customer may be responsible. WALES DARBY shall be entitled to revise the delivery date of any products or to cancel the Order Confirmation upon the occurrence of a Force Majeure Event without liability to Customer or any other person. WALES DARBY shall be entitled to a purchase price increase upon the occurrence of a Force Majeure Event if its direct costs are increased as a result of such Force Majeure Event.

12.   Confidentiality

All non-public, confidential or proprietary information of WALES DARBY, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed to or known by Customer, whether disclosed orally or disclosed, accessed, or learned via written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with the Order Confirmation or the Terms and Conditions is confidential, solely for the use of performing the Order Confirmation or the Terms and Conditions, and may not be used by Customer for any other purpose, or disclosed or copied by Customer unless authorized in advance by WALES DARBY in writing.

13.   Severability

In case any provision hereof is held to be invalid, illegal or unenforceable, such provision shall be limited or excluded only to the extent necessary to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions shall not be affected.

14.   Default

If Customer breaches any of the Terms and Conditions, fails to accept a tender of conforming products, files for bankruptcy, goes into receivership, or makes an assignment for the benefit of creditors, then: (a) all monies due to WALES DARBY from Customer shall become immediately due and payable; (b) WALES DARBY may cancel its Order Confirmation without prejudice to any of WALES DARBY’s other rights or remedies existing at the time of cancellation; (c) WALES DARBY may resell any products previously agreed to be sold to Customer; and (d) WALES DARBY may postpone shipments of products in transit. Customer shall pay WALES DARBY for any loss, damages, costs, and attorneys’ fees arising from or related to Customer’s breach as set forth herein.

15.   Assignment; Subcontract

WALES DARBY and Customer acknowledge and agree the Order Confirmation and the Terms and Conditions may be freely assigned, in whole or in part, by WALES DARBY without Customer’s consent. Customer further acknowledges and agrees WALES DARBY may engage third parties to perform certain services on its behalf, and the Order Confirmation and the Terms and Conditions shall apply to any services performed by such third parties. WALES DARBY and Customer acknowledge and agree the Order Confirmation and Terms and Conditions may not be assigned by Customer without the prior written consent of WALES DARBY. Any attempted assignment by Customer in violation of the Terms and Conditions shall be null and void. The Terms and Conditions shall be binding upon and inure to the benefit of WALES DARBY and Customer and their respective successors and permitted assigns.

16.   Law Governing

The Terms and Conditions shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the choice of law principles of the State of New York or of any other jurisdiction.

17.   JURISDICTION AND VENUE

WALES DARBY AND CUSTOMER AGREE THAT ANY SUIT, ACTION, OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY, SHALL BE INSTITUTED SOLELY IN THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT OF NEW YORK, OR ANY COURT OF THE STATE OF NEW YORK LOCATED IN SUFFOLK COUNTY, AND EACH PARTY IRREVOCABLY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THOSE COURTS AND WAIVES ANY AND ALL OBJECTIONS TO JURISDICTION OR VENUE THAT ANY SUCH PARTY MAY HAVE UNDER THE LAWS OF THE STATE OF NEW YORK OR OTHERWISE.

18.   WAIVER OF JURY TRIAL

WALES DARBY AND CUSTOMER ACKNOWLEDGE AND AGREE THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THE TERMS AND CONDITIONS, ANY OTHER AGREEMENT RELATED HERETO OR WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY WOULD BE BASED UPON DIFFICULT AND COMPLEX ISSUES, AND THEREFORE, WALES DARBY AND CUSTOMER AGREE THAT ANY COURT PROCEEDING ARISING OUT OF ANY SUCH CONTROVERSY SHALL BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

19.   Headings

The headings contained in the Terms and Conditions are for convenience of reference only, and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent, of the Terms and Conditions or any provision hereof.

20.   Miscellaneous

No provision of the Terms and Conditions and no breach of any provision of the Terms and Conditions shall be deemed waived by any previous waiver of that provision or any breach of that provision, by any previous custom, practice, or course of dealing, or by WALES DARBY’s failure to object to provisions contained in any communication or order from Customer. There are no oral representations, agreements or inducements pertaining to the transaction which are not contained herein. Neither WALES DARBY nor Customer shall be bound by any conditions, warranties, understandings, or representations with respect to such subject matter other than as expressly provided herein. Each party shall pay the fees and expenses of its own attorneys. Any provision of the Terms and Conditions prohibited or unenforceable under applicable law shall be ineffective only to such extent and without invalidating the remaining provisions of the Terms and Conditions. The words “herein”, “hereto”, “hereof” and words of similar import refer to the Terms and Conditions as a whole and not to any particular section or paragraph hereof. WALES DARBY reserves the right to amend or otherwise make changes to the Terms and Conditions at any time without notice.

Exhibit A: Custom Products

Any products from the following manufacturers and/or product categories are Custom Products, as provided in WALES DARBY’S General Terms and Conditions of Sale (“Terms and Conditions”), which may be updated by WALES DARBY from time to time without notice:

• Advanced Thermal Hydronics, a Mestek brand
• AK Industries,
• Alyan Pump, A Pumpman Company
• Applied Environmental Air (d/b/a AE Air)
• Ares International LLC
• Diversified Heat Transfer,
• EBARA Pumps Americas Corporation
• Electro Industries (commercial products)
• Frenger Systems Limited (d/b/a FTF Group Climate)
• Griswold Controls LLC, a FlowCon International Company
• Iorex Global Company
• Jaga Canada Climate Systems
• Kelco Industries (d/b/a Keflex)
• Modine Manufacturing Company (commercial products)
• NTI Boilers, (commercial products)
• ProPak Solutions LLC
• QuantumFlo, a Wilo Brand
• Wessels Company
• Riello Canada , a Carrier Company
• Taco (commercial products)
• Uponor North America, (commercial products)
• Water Control Corporation (d/b/a WCC)