MOKAWA INC.’s TERMS AND CONDITIONS OF SALE

Effective: September 9, 2026

All sales and deliveries of goods, materials, or supplies (collectively, the “Goods”) by Mokawa, Inc. (“Mokawa”) are governed by, subject to, and expressly conditioned upon the purchaser’s acceptance of these terms and conditions (these “Terms and Conditions” or “Terms”). As used in these Terms and Conditions, “Customer” means the person or entity that submits or authorizes a purchase order or other request to purchase Goods from Mokawa, accepts Mokawa’s quotation or order acknowledgment, is identified as the purchaser, customer, account holder, sold-to party, or bill-to party in any applicable transaction document. If more than one person or entity satisfies this definition, each will be jointly and severally responsible for the obligations relating to the applicable sale. “Invoice” means any invoice, billing statement, or other written or electronic request for payment issued by Mokawa in connection with the Goods, regardless of its title, form, format, method of delivery, or the particular field in which Customer is identified. “Specifications” means the description, grade, dimensions, composition, tolerances, testing requirements, and other technical or quality requirements for the applicable Goods expressly stated in an Invoice or expressly accepted by Mokawa in a writing signed by an authorized representative of Mokawa. “Order” means Customer’s request to purchase specifically identified Goods, which becomes binding on Mokawa only upon Mokawa’s written order acknowledgment or confirmation, issuance of an Invoice, or commencement of performance.

These Terms and Conditions are incorporated into and made a part of every quotation, order acknowledgment, Invoice, sale, and agreement between Mokawa and Customer concerning the Goods. Customer’s submission or authorization of a purchase order or other request to purchase Goods, acceptance of Mokawa’s quotation or order acknowledgment, payment of an Invoice, or acceptance, retention, or use of the Goods constitutes Customer’s acceptance of and agreement to be bound by these Terms and Conditions. No qualification, variation, addition, or deletion to these Terms will be valid unless expressly agreed to in a writing signed by a duly authorized representative of Mokawa. Any relaxation or concession granted by Mokawa will not invalidate, impair, or compromise these Terms and Conditions or prejudice Mokawa’s rights. In the event of a conflict between these Terms and Conditions and another agreement between Mokawa and Customer, these Terms and Conditions will govern unless the other agreement expressly identifies the provision being superseded and is signed by a duly authorized representative of Mokawa.

1. Order Documents; Rejection of Customer Terms

Mokawa’s quotation, order acknowledgment, Invoice, and these Terms and Conditions constitute the complete terms governing each sale. Any terms contained in Customer’s purchase order, supplier portal, specification, quality clause, flow-down, or other document are rejected and will not bind Mokawa unless Mokawa expressly accepts the specific term in a writing signed by an authorized representative. Performance, shipment, silence, or acceptance of payment will not constitute acceptance of Customer’s additional or different terms, including any government-contract or defense-procurement requirement. In the event of a conflict or inconsistency between these Terms and Conditions and another transaction document issued or expressly accepted by Mokawa, these Terms and Conditions will control unless the other transaction document expressly identifies the provision of these Terms and Conditions being superseded and is signed by an authorized representative of Mokawa.

2. Prices

Prices specified in a quotation and any revisions thereof are subject to revision by Mokawa at any time before Mokawa accepts Customer’s Order. After acceptance, Mokawa may revise the price to reflect any Customer requested change or any new or increased tariff, duty, tax, freight charge, raw material cost, or governmental charge affecting the Goods. If Mokawa is prevented by law, regulation, or governmental action from revising or continuing any price in effect hereunder, Mokawa may, upon written notice, terminate further shipments of the Goods so affected.

3. Delivery and Inspection

All shipping dates are approximate, not a guaranty of any particular date of delivery. Delivery shall be F.O.B. origin. Customer shall inspect the Goods delivered to it by Mokawa and notify Mokawa in writing of any discrepancy, damage, or defect in the Goods within 5 days of delivery. Following timely notice to Mokawa, Customer may then reject any Goods which fail to meet the Specifications. Customer’s failure to provide Mokawa with timely notice as specified in this Delivery and Inspection provision shall be deemed to be acceptance of the Goods by Customer and a waiver of any claim or defense based on the quality of the Goods. Rejection of Goods that do not meet the Specifications will not give rise to any claim by Customer whatsoever. Mokawa’s sole obligation with respect to Goods that do not meet the Specifications, or that were damaged before risk of loss passed to Customer, will be strictly and exclusively limited to replacement of the affected Goods. If replacement is unavailable or commercially impracticable, Mokawa may, at its option, refund the portion of the purchase price actually paid for the affected Goods, and that refund will be Customer’s exclusive remedy.

4. Partial Shipments

Unless otherwise expressly agreed by Mokawa in writing, Mokawa may make delivery of an Order in one or more installments or partial shipments and may issue a separate Invoice for each installment or partial shipment. Each installment or partial shipment will constitute a separate sale and will be subject to these Terms and Conditions. Customer shall accept and timely pay for each installment or partial shipment in accordance with the applicable Invoice. A delay, nonconformity, rejection, or dispute concerning one installment or partial shipment will not entitle Customer to reject, cancel, withhold payment for, or revoke acceptance of any other installment or partial shipment. The delivery, inspection, acceptance, title, risk-of-loss, warranty, remedy, and payment provisions of these Terms and Conditions will apply separately to each installment or partial shipment. Notwithstanding the foregoing, Customer’s failure to timely pay for any installment or partial shipment will permit Mokawa to suspend or cancel any remaining installment or shipment without liability.

5. Title and Risk of Loss

Unless otherwise expressly stated in another agreement between Mokawa and Customer, title to the Goods and risk of loss will pass to Customer when the Goods sold are delivered to the carrier at the point of origin, and Customer hereby assumes all responsibility for shortages, losses, delays, or damages in transit thereafter. Passage of title or risk of loss does not relieve Customer of its obligation to inspect the Goods or affect Customer’s limited rights concerning nonconforming Goods under the Delivery and Inspection provision.

6. Payment

Customer shall pay all amounts due to Mokawa in full, in United States funds, without setoff, deduction, counterclaim, withholding, recoupment, reduction, or chargeback, within 14 days after the date specified in the applicable Invoice. Mokawa specifically reserves the right to modify the payment terms applicable to any pending or future Order if, in Mokawa’s reasonable determination, Customer’s payment history or financial condition warrants revised terms or adequate assurance of payment. Late payments shall bear interest at the lesser of 1½% per month or the maximum rate permitted by applicable law on the unpaid balance, accruing from the due date until the entire balance and accrued interest are paid in full. Mokawa will retain, and Customer grants to Mokawa by submitting an Order, a security interest in the Goods and their identifiable proceeds to secure payment in full and Customer’s compliance with these Terms and Conditions. Customer authorizes Mokawa to file any financing statement and agrees to execute any additional documents reasonably necessary to perfect, continue, or enforce that security interest. Any claimed Invoice discrepancy must be communicated to Mokawa in reasonable detail and in writing within 5 days after Customer’s receipt of the Invoice. Customer shall timely pay all undisputed amounts. Customer may not initiate or permit any credit-card chargeback, payment reversal, portal deduction, debit memorandum, offset, or other unilateral reduction of an amount invoiced by Mokawa. The parties will work in good faith to resolve any timely disputed amount, but the existence of a dispute concerning one Invoice or Order will not excuse or delay Customer’s payment or performance under any other Invoice or Order.

7. Taxes

Unless shown as a separate line item on the Invoice, prices are exclusive of any amount for federal, state, and local excise, sales, use, property, or any other assessment in the nature of taxes, tariffs, levies, duties, or other governmental charges, however designated, imposed upon the Goods or any services sold by Mokawa to Customer, whether for the production, storage, sale, transportation, use or otherwise. To the extent Mokawa is required to pay or bear the burden of any such tax, tariff, levy, duty, or other governmental charge, Mokawa may invoice the full amount to Customer, and Customer shall pay that amount within 14 days after the Invoice date.

8. Cancellations

Customer may request cancellation within 3 days after placing the Order, but cancellation will be effective only upon Mokawa’s written consent and only if Mokawa has not shipped the Goods or committed to procure or process custom or nonstandard Goods. Mokawa may condition its consent upon Customer’s payment of all costs and commitments incurred by Mokawa in connection with the Order, including supplier charges, raw materials, processing, testing, freight, and reasonable administrative costs. Once the Goods have been delivered to the carrier or risk of loss has otherwise passed to Customer under the Title and Risk of Loss provision, the Order may not be cancelled. The Goods may not be returned to Mokawa for a credit, refund, or otherwise, unless the Goods do not meet the Specifications and Customer has complied with the Delivery and Inspection provision.

9. Excusable Delays

Time of delivery is subject to a corresponding promise of delivery by Mokawa’s suppliers and Mokawa shall not be responsible for delays caused by Mokawa’s suppliers’ failure to timely deliver the Goods to Mokawa. In addition, Mokawa shall not be liable for non-delivery or untimely delivery to the extent such non-delivery or untimely delivery is caused by or in any manner arises from a fire, flood, accident, riot, war, governmental action, import or export restriction, sanction, embargo, strike, labor shortage, transportation interruption, or shortage of raw materials, or other difficulties similar in nature that are out of Mokawa’s control. Delivery on Customer’s Order shall be considered suspended until such time as any of the causes described in this Excusable Delays provision have been fully eliminated. Mokawa may resume delivery, and Customer agrees to accept delivery, when the applicable cause has ended or no longer prevents performance.

10. Limited Warranty

MOKAWA ONLY WARRANTS THAT THE GOODS SOLD BY IT TO CUSTOMER WILL MEET THE DESCRIPTION AND THE SPECIFICATIONS, OR, IF NO SPECIFICATIONS ARE SET FORTH, THAT THE GOODS SHALL MEET MOKAWA’S STANDARD SPECIFICATIONS. OTHER THAN THE FOREGOING, MOKAWA MAKES NO GUARANTY OR WARRANTY, EXPRESS OR IMPLIED, AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES AND GUARANTEES INCLUDING, BUT NOT LIMITED TO, THOSE OF INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT, MERCHANTABILITY OR FITNESS OF THE GOODS FOR ANY PARTICULAR PURPOSE, EVEN IF THAT PURPOSE IS KNOWN TO MOKAWA. CUSTOMER ACKNOWLEDGES THAT IT IS RESPONSIBLE FOR SELECTING THE GOODS AND DETERMINING THEIR SUITABILITY FOR CUSTOMER’S INTENDED USE.

11. Material Origin, Processing, and Regulatory Status

Unless expressly stated as a certification in Mokawa’s written order acknowledgment or in a separate written certificate signed by an authorized representative of Mokawa for the specific lot of Goods, Mokawa makes no representation or warranty that any Good: (a) was mined, melted, smelted, produced, manufactured, processed, transformed, or sourced in any particular country; (b) is of any particular country of origin; (c) is domestic, U.S.-origin, “Made in USA,” DFARS-compliant, Buy American-compliant, Trade Agreements Act-compliant, or otherwise eligible for any government or defense-related procurement preference or restriction; or (d) complies with any specialty-metals, domestic-source, qualifying-country, conflict-minerals, forced-labor, sanctions, export-control, end-use, end-user, or supply-chain requirement not expressly identified in Mokawa’s signed writing. Processing, testing, finishing, modification, or shipment in or from a country does not, by itself, constitute a representation that the Good originated in that country or satisfies any government procurement requirement. Customer shall not advertise, label, certify, resell, or otherwise represent the Goods as having any origin or regulatory status beyond Mokawa’s express written certification for the specific lot.

12. Customer Specifications; Intended Use; Flow-Down Requirements

Before placing an Order, Customer shall identify in writing all required specifications, material grades, testing, certifications, traceability, country-of-origin restrictions, end uses, end users, and contractual or regulatory flow-downs applicable to the Goods. No such requirement will bind Mokawa unless Mokawa expressly accepts it in writing for the applicable Goods. Any requirement disclosed or added after Mokawa accepts the Order is subject to Mokawa’s separate written acceptance, availability, revised price, and revised delivery schedule. Any requested representation that Goods are “DFARS compliant,” “domestic,” from a “qualifying country,” or otherwise eligible for a government or defense procurement must identify the specific contractual clause, provision, and sourcing or processing criterion Customer requires. Customer is solely responsible for determining whether the Goods and Mokawa’s documentation are suitable and legally eligible for Customer’s intended use, processing, resale, incorporation into another article, or delivery under any prime contract or subcontract.

13. Certificates and Documentation

Any certificate of analysis, certificate of conformity, mill test report, origin statement, or other documentation furnished by Mokawa is limited to the specific lot and the information stated in that document. Mokawa may rely on records and certifications received from its suppliers and laboratories unless Mokawa has actual knowledge that such information is materially inaccurate. No certificate or document may be altered, separated from its applicable lot, or used for other material. In the event of a conflict, Mokawa’s signed lot-specific certificate controls over catalogs, website content, sales communications, samples, prior course of dealing, or Customer-generated documentation.

14. Limitation of Liability

MOKAWA’S TOTAL LIABILITY, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, IS LIMITED TO THE PRICE PAID BY CUSTOMER TO MOKAWA FOR THE PARTICULAR GOODS THAT FORM THE BASIS OF CUSTOMER’S CLAIM. CUSTOMER’S SOLE REMEDY WITH RESPECT TO NONCONFORMING GOODS OR GOODS DAMAGED BEFORE RISK OF LOSS PASSED TO CUSTOMER IS REPLACEMENT OF THE AFFECTED GOODS AS PROVIDED IN THE DELIVERY AND INSPECTION PROVISION. IF REPLACEMENT IS UNAVAILABLE OR COMMERCIALLY IMPRACTICABLE, MOKAWA MAY, AT ITS OPTION, REFUND THE PORTION OF THE PURCHASE PRICE ACTUALLY PAID FOR THE AFFECTED GOODS, AND THAT REFUND WILL BE CUSTOMER’S EXCLUSIVE REMEDY. IN NO EVENT WILL MOKAWA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS, COSTS OF SUBSTITUTE GOODS, RECALL, REMOVAL, REINSTALLATION, TESTING, REWORK, CUSTOMER CHARGEBACKS, OR ANY PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY CLAIMED OR ALLEGED. THE FOREGOING LIMITATIONS APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

15. Regulatory and Supply-Chain Indemnity

Customer will defend, indemnify, and hold harmless Mokawa and its affiliates, officers, directors, employees, agents, suppliers, representatives, and insurers from all claims, investigations, recalls, losses, rework, chargebacks, penalties, damages, liabilities, judgments, settlements, costs, and reasonable attorneys’ fees arising from or relating to: (a) Customer’s failure to disclose applicable specifications, end-use or end-user restrictions, or contractual or regulatory flow-downs before Mokawa accepts the Order or Customer’s inaccurate or incomplete disclosure of those requirements; (b) Customer’s use, resale, incorporation, labeling, certification, or representation of the Goods beyond Mokawa’s express written lot-specific certification; (c) Customer’s alteration, separation, reuse, or misuse of Mokawa documentation; (d) Customer-provided specifications, drawings, samples, or instructions; or (e) Customer’s or any downstream party’s violation of applicable trade, procurement, sanctions, export-control, product-origin, safety, environmental, or other law, except to the extent finally determined by a court of competent jurisdiction to have resulted from Mokawa’s willful misconduct or knowingly false written certification. This provision is independent of and will not be limited by the Customer’s Liability provision or Customer’s inspection or acceptance of the Goods.

16. Product Hazards

(a) Sophisticated User.

CUSTOMER ACKNOWLEDGES THAT IT IS FAMILIAR WITH THE GOODS AND HAS BEEN ADEQUATELY WARNED BY MOKAWA OF THE RISKS ASSOCIATED WITH HANDLING, TRANSPORTING, USING, STORING, AND DISPOSING OF THE GOODS. CUSTOMER FURTHER ACKNOWLEDGES ITS OWN SEPARATE AND INDEPENDENT KNOWLEDGE OF SUCH RISKS, WHICH ARE KNOWN IN CUSTOMER’S INDUSTRY.

Customer will maintain compliance with all appropriate safe handling and use procedures, and all safety and health-related governmental requirements concerning the purchased Goods, and will take such steps as are reasonable and practicable to inform its employees, agents, contractors, customers and other third parties of proper handling, transportation, processing, use, storage, and disposal. Customer will not deliver or consign commercial or sample quantities of the Goods to any party whom Customer reasonably believes will handle, transport, use, store or dispose of said Goods in a dangerous manner or contrary to law or the advice of Mokawa.

(b) Customer’s Liability.

CUSTOMER WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS MOKAWA AND ANY OF ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AND INSURERS FROM AND AGAINST LIABILITY AND COSTS RELATING TO INCIDENTS WHICH OCCUR AFTER CUSTOMER, OR CUSTOMER’S AGENT OR CARRIER, TAKES PHYSICAL DELIVERY OF THE GOODS SOLD HEREUNDER OR HAS CUSTODY OF THE GOODS, WHERE SUCH LIABILITY AND COSTS ARISE FROM DAMAGES, PERSONAL INJURY, OR DEATH OF CUSTOMER, OR CUSTOMER’S OR ITS AGENT’S OR CARRIER’S EMPLOYEES, CONTRACTORS, SUBCONTRACTORS, CUSTOMERS OR EXCHANGE PARTNERS BECAUSE OF EXPOSURE TO, HANDLING, PROCESSING, USE, STORAGE, TRANSPORTATION, DISPOSAL, EXPLOSION, OR COMBUSTION OF THE GOODS, PROVIDED THAT THIS INDEMNITY WILL NOT APPLY TO THE EXTENT THE APPLICABLE LIABILITY OR COSTS ARE DIRECTLY CAUSED BY THE GOODS’ NONCONFORMITY WITH MOKAWA’S EXPRESS WARRANTY AT THE TIME RISK OF LOSS PASSED TO CUSTOMER, OR BY MOKAWA’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR KNOWINGLY FALSE WRITTEN CERTIFICATION.

(c) Scope of Indemnity.

AS USED IN THESE TERMS AND CONDITIONS, TO “INDEMNIFY” MEANS TO DEFEND, REIMBURSE COVERED OUT-OF-POCKET COSTS AND EXPENSES AS INCURRED, AND HOLD HARMLESS FROM AND AGAINST ALL DAMAGES INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS’ FEES, COURT COSTS, AND OTHER COSTS OF SUIT, FOR CLAIMS, DEMANDS, SUITS, OR JUDGMENTS COVERED BY AN INDEMNIFICATION OBLIGATIONS UNDER THESE TERMS AND CONDITIONS. “DAMAGES” INCLUDES ANY LOSS, DAMAGE, DECLINE IN VALUE, LOST OPPORTUNITY, LIABILITY, CLAIM, DEMAND, ASSESSMENT, SETTLEMENT, JUDGMENT, AWARD, FINE, PENALTY, TAX, CHARGE, OR EXPENSE.

17. Waiver of Jury Trial

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MOKAWA AND CUSTOMER EACH KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, CLAIM, COUNTERCLAIM, CROSS-CLAIM, PROCEEDING, OR DISPUTE ARISING OUT OF OR RELATING TO ANY ORDER, THE GOODS, THESE TERMS AND CONDITIONS, THE PARTIES’ BUSINESS RELATIONSHIP, OR ANY TRANSACTION BETWEEN MOKAWA AND CUSTOMER. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO EACH ORDER, THAT IT HAS HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL CONCERNING THIS WAIVER, AND THAT NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED THAT THIS WAIVER WILL NOT BE ENFORCED.

18. Technical Assistance

Mokawa’s warranty shall not be enlarged, and no obligation or liability will arise out of Mokawa’s rendering of technical advice, testing assistance, facilities, or other service in connection with Customer’s purchase of Goods from Mokawa. Customer remains responsible for independently verifying such information and determining whether the Goods are suitable for Customer’s intended use and applicable requirements.

19. Dispute Resolution

In the spirit of continued cooperation, the parties intend to and hereby establish the following dispute resolution procedure to be utilized in the unlikely event any controversy should arise out of or concerning Mokawa’s sale of Goods to Customer. It is the intent of the parties that any dispute be resolved informally and promptly through good faith negotiation between Customer and Mokawa. Either party may initiate negotiation proceedings by written notice to the other party setting forth the particulars of the dispute. If these proceedings are not productive of a resolution, then the parties agree to submit the dispute to mediation with a mutually acceptable independent mediator located in Orlando, Florida. In the event mediation does not resolve the dispute, any action arising out of or relating to an Order, the Goods, these Terms and Conditions, or the parties’ business relationship must be brought exclusively in the state courts located in Orange County, Florida, or the United States District Court for the Middle District of Florida. Each party irrevocably submits to the personal jurisdiction and venue of those courts and waives any objection based on improper venue or forum non conveniens.

20. License Disclaimer

Nothing contained in these Terms and Conditions will be deemed to grant either directly or indirectly or by implication, estoppel, or otherwise, any license under any patents, copyrights, trademarks, trade secrets, technical data, processes, or other intellectual property of Mokawa or any third party to Customer.

21. Confidential Information

All nonpublic commercial, pricing, sourcing, supplier, technical, product, process, certificate, and business information provided by Mokawa must be held in strict confidence by Customer and used only in connection with Customer’s purchase and lawful use of the Goods. This obligation does not apply to information Customer can document was lawfully known without restriction, independently developed without use of Mokawa’s information, rightfully received from a third party without a duty of confidentiality, or publicly available through no breach of these Terms and Conditions. If disclosure is legally required, Customer shall, to the extent permitted by law, provide Mokawa prompt notice and disclose only the portion legally required. Notwithstanding the foregoing, disclosure to Customer’s employees, professional advisors, auditors, regulators, prime contractors, subcontractors, and downstream customers who have a need to know for the permitted use of the Goods and are subject to confidentiality obligations at least as protective as this provision shall not be a violation of this provision. Any permitted disclosure must be limited to the information reasonably necessary for the applicable purpose. Customer may not disclose Mokawa’s pricing, margins, supplier identities, sourcing relationships, or other competitively sensitive information without Mokawa’s prior written consent unless legally required. This confidentiality obligation will survive termination of the business relationship for 5 years, except trade secrets will remain protected for so long as they qualify as trade secrets.

22. Waiver

No failure or delay by either party to insist, in any one or more instances, upon the performance of any provision of these Terms and Conditions will be construed as a waiver or relinquishment of the future performance of any such provision(s) or the future exercise of such right. The obligation of the other party with respect to such future performance shall continue in full force and effect.

23. Defaults

Customer’s failure to pay any invoice in full when due or to provide adequate assurance reasonably requested by Mokawa may result in commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered Goods, and termination of one or more sales agreements. Mokawa’s rights and remedies are cumulative and without prejudice to any other remedies that Mokawa may have. In the event Mokawa initiates collection proceedings or a lawsuit to collect past due amounts from Customer or enforce Mokawa’s security interests, Customer agrees that it shall pay all of Mokawa’s costs, including court costs and attorneys’ fees.

24. Notices

Any notice required under these Terms and Conditions must be in writing and delivered by email, nationally recognized overnight courier, or certified mail, return receipt requested, to the address or email address shown in the applicable Invoice, quotation, order acknowledgment, or other transaction document, or to the party’s principal place of business. Notice by email is effective when sent to an email address regularly used by the receiving party for the applicable transaction, provided the sender does not receive an automated notice of nondelivery. Notice by courier or certified mail is effective upon delivery.

25. Compliance with Laws

Customer agrees to comply fully with all applicable laws, ordinances, and regulations, including applicable anti-bribery laws, export-control laws, economic sanctions and regulations administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control, environmental laws and regulations administered by the U.S. Environmental Protection Agency, occupational-safety requirements, and hazardous-material labeling, handling, transportation, communication, processing, use, and disposal requirements.

26. Trade Controls; Screening; Suspension

Customer shall provide accurate purchaser, consignee, end-user, destination, and end-use information; shall not sell, export, reexport, transfer, divert, or use the Goods contrary to applicable U.S. export controls, economic sanctions, anti-boycott laws, import laws, or defense-trade controls; and shall obtain all required authorizations. Customer represents that neither it nor any disclosed transaction party is a prohibited or restricted party and that no prohibited or restricted military, military-intelligence, weapons, nuclear, missile, chemical, biological, or other end use is involved unless fully disclosed to Mokawa in advance and authorized by all required governmental approvals. Mokawa may screen any transaction, request supporting documentation, suspend performance, refuse or cancel an order, or withhold shipment without liability when information is incomplete or when Mokawa reasonably believes performance may violate law or expose Mokawa to regulatory risk. Customer shall promptly notify Mokawa of any change in destination, end user, or end use.

27. Governing Law

These Terms and Conditions shall be governed by and construed in accordance with the laws of Florida without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods, and any amendments or protocols thereto, will not apply to any Order, the Goods, these Terms and Conditions, or any transaction between Mokawa and Customer.

28. Severability

If any provision of these Terms and Conditions is held invalid or unenforceable, that provision will be enforced to the maximum extent permitted and modified only to the minimum extent necessary to make it enforceable. The remaining provisions will remain in full force and effect.

29. No Third-Party Beneficiaries

Except for Mokawa’s affiliates, officers, directors, employees, agents, suppliers, representatives, and insurers, each of whom is an intended third-party beneficiary solely with respect to the provisions expressly protecting that person or entity, these Terms and Conditions are intended solely for Mokawa and Customer and create no enforceable rights in any other person.

30. Headings

The headings contained in these Terms and Conditions are for reference and convenience only and will not affect in any way the meaning or interpretation of these Terms and Conditions.

31. Electronic Transactions

Customer consents to conducting transactions with Mokawa by electronic means. An Order, quotation, order acknowledgment, Invoice, notice, approval, acceptance, certification, record, signature, or other communication may be created, transmitted, accepted, signed, and maintained electronically. An electronic record or electronic signature will have the same force and effect as an original written record or handwritten signature and may not be denied legal effect or enforceability solely because it is in electronic form. Customer’s electronic submission or authorization of an Order, electronic acceptance of a quotation or order acknowledgment, electronic payment of an Invoice, or other electronic manifestation of assent attributable to Customer will constitute Customer’s valid and binding agreement. Electronic records maintained by Mokawa in the ordinary course of business will be admissible to the same extent as other business records, subject to applicable law. Neither party is required to use any particular electronic-signature platform or technology unless otherwise agreed in writing.

32. Survival

The provisions concerning payment, security interests, warranty limitations, limitations of liability, indemnification, confidentiality, intellectual-property protections, compliance obligations, dispute resolution, governing law, and any other provision that by its nature should survive will survive completion, cancellation, or termination of any Order.

33. Assignment

Customer may not assign or delegate any Order, these Terms and Conditions, or any right or obligation arising from them without Mokawa’s prior written consent. Mokawa may assign any Order or these Terms and Conditions to an affiliate or successor to all or substantially all of the applicable business or assets.