MARATHON POWER INC.

STANDARD TRADING TERMS AND CONDITIONS

Description and Quantity of Goods

Marathon Power Inc. (the Seller) shall transfer and deliver to the Customer (the Buyer), and the Buyer shall pay for and accept, the goods as described in the Buyers purchase order.

Risk of Loss or Damage

Risk of loss of or damage to the goods shall remain with Seller until the Buyer takes physical possession of the goods if the goods are shipped via Seller designated carrier. If goods are shipped collect, then risk of loss of or damage will be incurred by the buyer once the goods have departed from our facility.

Price

The price to be paid by the Buyer shall be that contained on Seller’s price list last published before the date of actual delivery of the goods or according to written quotation. Orders placed at a specific price must be done so within the validity of the terms on the quotation. quotation must be current based on the Prices are “exclusive” of sales tax, where applicable. Prices are based on the cost to Marathon Power Inc. of material, labor, transport, customs, excise of other duties, landing charges, if any, and insurance. In the event of there being any increase which affects any such costs prior to delivery, the prices shall be subject to variation proportionally and without prior notice, at the discretion of the Seller. The Seller hereby notifies all customers that a tariff surcharge fee is applied to cover import duties and tariffs for deliveries from U.S.-based shipping points were and are informed of the tariff surcharge at the time of quotation, during order entry; and through routine updates issued during the order process. Due to the volatility of tariff rates and ongoing changes in U.S. trade policy, the Seller reserves the right to adjust the tariff surcharge fee to match the current applicable tariff rates. By placing an order with the Seller for goods that are imported the buyer expressly acknowledges and agrees to pay the applicable tariff surcharge fee. This surcharge is non-negotiable and is considered a part of the total purchase price for applicable transactions.

Terms

All prices are FOB Huntington Park, California. Credit terms are Net 30 days from date of invoice. Unless credit has been previously established, shipments will be made upon receipt of advance payment by ACH, wire transfer or credit card. The Seller reserves the right at any time to revoke any credit extended to the Buyer if the Buyer fails to pay for any shipments when due. The Seller may, at its option, cancel any accepted order if Buyer fails to meet any invoice when due. New customers requesting credit for orders exceeding the amount of $5,000 will require credit reference checks.

Cancellations

Most orders are non-cancelable / non-returnable unless agreed upon by management. A written request must be submitted stating the reason/s for the return/refund.

Manner of Acceptance

Acceptance of this offer must be in the form of a written purchase order from the buyer, and the order is subject to final approval by the Seller. The Seller will provide confirmation of receipt of the purchase order via return email and an internally generated sales order.

Method of Delivery

The goods described in the purchase order shall be delivered FOB Huntington Park, California, and delivery shall be deemed complete when these goods are delivered. Goods will normally be shipped via FEDEX ground or freight or via Buyer’s designated carrier. Freight charges will be included on invoice, unless otherwise negotiated. Delivery is Stock to 16 weeks for most models. We do NOT use UPS for parcel or package shipments. Additional handling fees may apply for deliveries requiring a liftgate, outside of regular hours and/or residential locations.

Warranty

The Seller warrants each unit sold by them to be free from defects in material and workmanship for a period as stated in the warranty for that specific product from the date of shipment to the original purchaser. Excluded from this warranty are fuses, batteries and all products other than the range of the Seller’s Uninterruptible Power Supplies and related accessories. Those products will carry the warranty of their original manufacturer. The Seller will service, replace or adjust any defective part or parts, free of charge, when the unit is returned freight prepaid and when examination reveals that the fault has not occurred because of misuse, abnormal conditions of operation, user modification, or attempted non authorized user repair. Except as set forth herein and except as to title, there are no warranties, express or implied, or any affirmations of fact or promises by with reference to the products or their merchantability or fitness for any particular purpose.

RMA Policy

Prior to the return of unit for repair, the customer must contact the Seller to determine if there is indeed an issue with the unit and if so, it can be resolved remotely via telecon, Videocon or email. If the product needs to be returned, an RMA (Return Material Authorization) number will be provided by the Seller’s Technical Support. See the complete warranty for each model or series for full details. No repairs are available for products older than 7 years. Marathon Power will not accept or receive any units shipped to our facility without prior approval and a valid RMA number issued by our team. Units received without an authorized RMA may be rejected and returned at the sender's expense. Marathon Power is not responsible for damage caused in transit to and from our facility. To obtain RMA approval, customers must provide the following information at minimum:

1. Product part number

2. Serial number

3. Purchase Order (PO) number (in most cases)

Return Policy

Only products that are up to one year old can be returned and must be done so in original packaging. For items that are allowed to be returned, there will be a restocking fee of between 20% and 50%, depending on the condition of the product and batteries. Buyer must get written approval from management and product must be returned within 30 days of approval. The final amount will be determined after inspection and made at management’s discretion.

Limitation Of Liability

Under no circumstances shall the Seller be liable for loss of the Buyer’s profits, manufacturing costs, goodwill or any other special or consequential damages. The Seller’s liability for any claim of any kind shall not exceed the purchase price of any goods which give rise to the claim.

Remedies

The Buyer and the Seller shall have all remedies afforded each by the Uniform Commercial Code (“U.C.C.”).

Authority of the Seller’s Agents

No agent, employee, distributor, or representative of the Seller has any authority to bind the Seller to any affirmation, representation, or warranty concerning the goods sold to the Buyer. Unless an affirmation, representation, or warranty made by an agent, employee, distributor or representative is specifically included within a written agreement, it has not constituted a part of the basis of the bargain and shall not in any way be enforceable.

Assignment or Delegation

No right or interest may be assigned by either the Buyer or the Seller without the written permission of the other party, and no delegation of any obligation owed, or of the performance of any obligation, by either the Buyer or the Seller, may be made without the written permission of the other party. Any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes unless made in conformity with this section.

Effect of Partial Invalidity

The invalidity of any portion of these terms and conditions shall not affect the validity of any other provision. In the event that any provision of these terms and conditions is held to be invalid, the parties agree that the remaining provisions shall remain in full force and effect.

Notices

All notices, requests, demands, and other communication shall be in writing and shall be given by registered or certified mail, postage prepaid, to the addresses as originally given by the Seller and the Buyer, or to such sub sequent addresses as the parties shall so designate in writing. Secure email may be acceptable in certain cases.

Arbitration

Any controversy or claim arising out of these terms and conditions, or the breach of these terms and conditions shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the Arbitrator may be entered in any court having jurisdiction.

Attorney’s Fees

If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of these terms and conditions, the prevailing party will be entitled to reasonable attorney’s fees as determined by the court in the same action.

Amendment

Any modification, amendment or change of these terms and conditions will be effective only if it is in writing and signed by both parties.

Governing Law

These terms and conditions, and all transactions contemplated by these terms and conditions, shall be governed by, construed, and enforced in accordance with the laws of the State of California.

Force Majeure

Any accident, fire, explosion, casualty, epidemic, act of nature, strike, lockout, labor condition, civil disturbance, riot, war, or armed conflict, or other cause beyond the party’s control which interferes with either party’s ability to perform under these terms and conditions, shall not be deemed a breach of these terms and conditions for so long as any force Majeure shall continue.

Headings

The titles to the sections of these terms and conditions are solely for the convenience of the parties and shall not affect in any way the meaning or interpretations of these terms and conditions.

Errors

Clerical errors are subject to correction.