These Terms and Conditions of Sale and Service (these “Terms”) govern the sale of goods, the provision of services, and the rental of equipment by Cech Corporation (“Cech,” “Seller,” or “Service Provider”) to its customer (“Customer” or “Buyer”). The accompanying quotation, proposal, or order confirmation (the “Order”), together with these Terms, is the entire agreement between the parties and supersedes all prior or contemporaneous understandings. Each section applies to the extent relevant to the goods, services, or rentals described in the Order.

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Part A — General

1. Acceptance; Entire Agreement

By accepting an Order, a quotation, or any goods, services, or rental equipment from Cech, Customer agrees to these Terms. These Terms take precedence over any additional or different terms in Customer’s purchase order or other documents, regardless of when submitted, and Cech’s commencement of performance or delivery is not acceptance of Customer’s terms. No modification is binding on Cech unless agreed in writing by an authorized representative of Cech. In the event of conflict between these Terms and the Order, these Terms govern unless the Order expressly states otherwise.

2. Pricing

Published prices and discounts are subject to change without notice. Unless otherwise stated in the Order, all prices are exclusive of transportation, insurance, taxes, and installation or service charges. Quoted prices are valid for the period stated in the Order or, if none, thirty (30) days.

3. Payment Terms

Invoicing and Due Date. Goods are invoiced upon shipment or, where Cech installs them, upon completion of installation; services are invoiced as set out in the Order. Payment in full is due within thirty (30) days from the invoice date, in U.S. dollars.

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Late Payment. If payment is not received when due, Cech may (a) charge a service or finance charge of one and one-half percent (1.5%) per month (18% per annum), or the maximum permitted by law if lower, on the unpaid balance from the invoice date until paid; and (b) suspend performance of any Services or deliveries until payment is made in full. Customer is responsible for all costs of returned checks and reasonable costs of collection.

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Down Payment. All orders above $2,500 require a fifty percent (50%) down payment due at the time of order, unless otherwise agreed in writing.

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Taxes. Customer is responsible for all sales, use, excise, personal property, and similar taxes, duties, and charges imposed by any governmental authority on amounts payable under the Order, other than taxes on Cech’s net income.

4. Customer’s Financial Condition

If, during performance, Cech in good faith deems itself insecure as to Customer’s financial responsibility, or if Customer becomes insolvent, undergoes a material change in ownership, or fails to make any payment when due, Cech may stop goods in transit, defer or decline delivery except upon satisfactory security or advance cash payment, or terminate the Order without further obligation.

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Part B — Sale of Goods

5. Delivery; Title; Risk of Loss

Delivery dates are approximate only, and Cech is not liable for delays beyond its reasonable control. Unless otherwise agreed in writing, all goods are sold F.O.B. manufacturer, Cech selects the carrier, and Customer pays all shipping and transportation charges. Title and risk of loss pass to Customer upon delivery to the carrier or, if none, when the goods leave Cech’s facility. All claims for loss or damage in transit must be filed by Customer with the carrier.

6. Security Interest

Cech reserves, and Customer grants, a purchase-money security interest in the goods for the amount of the purchase price until paid in full. If Customer defaults, Cech may, without notice or demand and consistent with the Uniform Commercial Code in effect in Michigan, remove and repossess the goods, and Customer consents to Cech’s entry onto its premises for that purpose. Customer agrees to sign any UCC financing statements reasonably requested, and not to sell or transfer the goods before payment in full.

7. Goods Warranty

Cech warrants new goods to be free from defects for the lesser of an assigned interval from the date of shipment (or, if installed by Cech, from final installation) or the period stated by the equipment manufacturer. Cech’s sole obligation is, at its option, to repair or replace defective parts or refund the purchase price upon return of the goods. For defects arising more than ninety (90) days after shipment, Customer pays labor charges. Rebuilt goods are warranted for thirty (30) days from shipment or installation. Used goods are sold “AS IS” with no warranty. These warranties apply to the original owner and location only and do not apply where installation, inspection, or servicing is performed by anyone other than Cech’s authorized personnel, where goods are operated above rated capacity, or where goods are improperly stored, housed, or used in an environment different from that for which they were sold.

8. Permits, Zoning, and Site Conditions

Customer is solely responsible for obtaining all permits (including zoning and building permits) required for installation, and for ensuring installation complies with all building and zoning laws, including setback requirements.

9. Pedestrian Traffic on Vehicle Scales

Customer acknowledges that truck scales and railroad track scales are designed for vehicular traffic only and are not designed for pedestrian traffic. Drivers and passengers should remain in their vehicles while on the scale. Customer assumes all responsibility for controlling pedestrian traffic on the scale platform and approaches, including erecting any warning signs or barriers.

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Part C — Services

10. Services and Performance Dates

Cech shall provide the services described in the Order (the “Services”) in accordance with these Terms, using personnel of suitable skill and experience and in a professional, workmanlike manner consistent with generally recognized industry standards. Any performance dates are estimates only.

11. Customer’s Obligations

Customer shall: (a) cooperate with Cech and provide reasonable access to its premises and facilities; (b) respond promptly to requests for direction, information, approvals, or decisions reasonably necessary for the Services; (c) provide complete and accurate materials and information as reasonably requested; and (d) obtain and maintain all necessary licenses and consents and comply with applicable laws relating to the Services. If Cech’s performance is delayed or prevented by Customer’s act or omission, Cech is not in breach and is not liable for resulting costs or losses.

12. Change Orders

If either party wishes to change the scope of the Services, it shall submit the request in writing. Cech will provide a written estimate of the time, fee adjustments, and impact, and the change is binding only when agreed in writing by both parties (a “Change Order”). Cech may make non-material changes that do not affect scope, fees, or performance dates without consent, and may charge on a time-and-materials basis for assessing a requested change.

13. Service Warranty

Cech warrants that it will perform the Services in a professional and workmanlike manner consistent with generally recognized industry standards. Customer must give written notice of defective Services, reasonably described, within thirty (30) days after Customer discovers or should have discovered the defect. As Customer’s sole and exclusive remedy, Cech shall, at its option, re-perform the defective Services or credit or refund the price of the defective Services at the pro-rata Order rate.

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Part D — Rentals

14. Rental Equipment

Where the Order provides for rental of equipment, the following apply. Rental equipment remains the property of Cech at all times; no title passes to Customer, and Customer obtains only a possessory interest for the rental term. Customer shall keep the equipment free of liens, shall not move, modify, or sublet it without Cech’s consent, and shall use it only for its intended purpose and within rated capacity. From delivery until return, Customer bears all risk of loss, theft, or damage other than from defects in materials or workmanship, and shall maintain the equipment in good condition, normal wear excepted. Rental charges accrue per the Order until the equipment is returned or recovered in good condition, and Customer is responsible for the replacement value of equipment not returned. Customer is responsible for correct on-site use and for any legal-for-trade or regulatory compliance applicable to its operations.

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Part E — Intellectual Property; Confidentiality; Third-Party Platforms

15. Intellectual Property

All intellectual property rights in documents, work product, certificates, and other materials delivered to Customer or prepared by Cech in performing the Services (the “Deliverables”) are owned by Cech or its licensors. Cech grants Customer a royalty-free, perpetual right to use the Deliverables to the extent necessary for Customer’s reasonable use of the goods and Services. Customer shall not remove or obscure any proprietary notice.

16. Confidential Information

Customer shall not disclose or copy Cech’s non-public, confidential, or proprietary information (including pricing, technology, methods, and business information) without Cech’s prior written consent, and shall use it only to make use of the goods, Services, and Deliverables. Confidential Information excludes information that is public, already known to Customer, or rightfully obtained from a third party without obligation. Cech is entitled to injunctive relief for any violation of this Section.

17. Third-Party Software and Monitoring Platforms

Any subscription to, access to, or use of third-party software, IoT connectivity, or monitoring platforms made available through Cech — including any AI-enabled scale-monitoring or intelligence platform (such as the ScalePart platform) — is governed solely by that platform provider’s separate terms of service, end-user or subscription agreement, and privacy policy, and not by these Terms. Cech is not the provider of such platforms except as expressly stated in writing, and the platform provider, not Cech, is responsible for the platform and the data it processes.

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Part F — Disclaimers; Liability; Indemnity

18. Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 7 AND 13, CECH MAKES NO WARRANTY OF ANY KIND WITH RESPECT TO THE GOODS, SERVICES, OR RENTAL EQUIPMENT, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, WHETHER ARISING BY LAW, COURSE OF DEALING, USAGE OF TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED.

19. Limitation of Actions

Customer shall inspect goods promptly after delivery. Claims for defects discoverable before the goods are in use must be made in writing before installation; otherwise they are waived. Claims for latent defects must be made in writing within one (1) year of installation for new goods, or thirty (30) days for used or rebuilt goods. Any action against Cech under these Terms must be commenced within one (1) year and one (1) day after the cause of action accrues.

20. Limitation of Liability

IN NO EVENT SHALL CECH BE LIABLE FOR ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF DATA, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF FORESEEABILITY OR NOTICE OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY REMEDY OF ITS ESSENTIAL PURPOSE. CECH’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE ORDER SHALL NOT EXCEED THE AMOUNTS PAID TO CECH UNDER THE APPLICABLE ORDER. THE FOREGOING LIMITATIONS DO NOT APPLY TO LIABILITY FOR CECH’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR FOR DEATH OR BODILY INJURY CAUSED BY CECH’S NEGLIGENCE.

21. Indemnification

Customer shall indemnify, defend, and hold harmless Cech and its directors, officers, and employees from all loss, liability, damages, costs, and expenses (including reasonable attorneys’ fees) resulting from any claim for personal injury, death, property damage, or violation of law arising from Customer’s (or its employees’, agents’, customers’, or invitees’) use of the goods, Services, or rental equipment, including compliance with safety regulations applicable to Customer’s business and use. This indemnity survives delivery of the goods and performance of the Services.

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Part G — General Provisions

22. Termination

Cech may terminate the Order immediately on written notice if Customer (a) fails to pay any amount when due; (b) fails to perform or comply with any term; or (c) becomes insolvent or commences or has commenced against it bankruptcy, receivership, reorganization, or similar proceedings.

23. Insurance

[Optional — confirm requirement and amounts.] Where Cech performs Services on Customer’s premises, Customer shall maintain commercial general liability insurance in commercially reasonable amounts with reputable insurers and, on request, provide a certificate of insurance naming Cech as an additional insured.

24. Force Majeure

Neither party is liable for any failure or delay (other than Customer’s payment obligations) caused by events beyond its reasonable control, including acts of God; fire, flood, earthquake, or other catastrophe; epidemics or pandemics; war, terrorism, riot, or civil unrest; government order or action; embargoes; national or regional emergency; labor disturbances; or shortages of power or transportation. The affected party shall give prompt notice and use diligent efforts to resume performance.

25. General

Assignment. Customer may not assign or delegate its rights or obligations without Cech’s prior written consent; any purported assignment in violation is void.

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Relationship. The parties are independent contractors; nothing creates any agency, partnership, joint venture, or employment relationship.

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No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and their permitted successors and assigns.

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Waiver. No waiver is effective unless in writing and signed by Cech, and no failure or delay in exercising any right operates as a waiver.

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Governing Law; Jurisdiction. These Terms are governed by the laws of the State of Michigan without regard to conflict-of-law rules. Any suit or proceeding shall be brought exclusively in the courts of the State of Michigan located in the City and County of Saginaw or the federal courts of the United States located in the City of Bay City and County of Bay, Michigan, and each party submits to the exclusive jurisdiction of those courts.

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Notices. Notices must be in writing and delivered by personal delivery, nationally recognized overnight courier, email, or certified or registered mail (return receipt requested) to the addresses in the Order, and are effective on receipt.

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Severability; Survival. If any provision is invalid or unenforceable, the remaining provisions remain in effect. Provisions that by their nature should survive termination — including Confidentiality, Intellectual Property, Disclaimers, Limitation of Liability, Indemnification, and Governing Law — survive.

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Amendment. These Terms may be amended only in a writing that states it amends these Terms and is signed by an authorized representative of Cech.

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Errors. Stenographic and clerical errors are subject to correction.