FREEDOM CHEMICAL CORPORATION TERMS AND CONDITIONS OF SALE

Effective Date: November 26, 2024

These Terms and Conditions of Sale (these “Terms of Sale”) govern the purchase by you (“Buyer”) of any products or related (“Products”) from FREEDOM CHEMICAL CORPORATION (“FREEDOM”).

THESE TERMS OF SALE CONTAIN VERY IMPORTANT INFORMATION REGARDING BUYER’S RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO BUYER. PLEASE READ IT CAREFULLY. THESE TERMS OF SALE REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. BY PLACING AN ORDER FOR PRODUCTS FROM FREEDOM, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THESE TERMS OF SALE ON BEHALF OF BUYER, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND BUYER TO THESE TERMS OF SALE AND THAT BUYER ACCEPTS AND IS BOUND BY THESE TERMS OF SALE.

FREEDOM respects your privacy and is committed to protecting it. Buyer consents to FREEDOM’s collection, use, disclosure and other handling of Buyer’s personal data as described in our Privacy Policy, which we may update from time to time.

  1. Buyer’s pick up or acceptance of delivery of, use of, or payment for, Products shall ratify Buyer’s acceptance of and agreement to these Terms of Sale. FREEDOM HEREBY REJECTS ANY ADDITIONAL OR DIFFERENT TERMS OR CONDITIONS PROPOSED BY BUYER, WHETHER OR NOT CONTAINED IN ANY OF BUYER’S BUSINESS FORMS OR ON BUYER’S WEBSITE, AND SUCH ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS SHALL BE VOID AND OF NO EFFECT UNLESS IN A WRITTEN AGREEMENT, SIGNED BY AN AUTHORIZED REPRESENTATIVE OF FREEDOM, WHICH SPECIFICALLY REFERS TO A “MODIFICATION OF” OR “DEVIATION FROM” THE LANGUAGE OF FREEDOM’S GENERAL TERMS AND

CONDITIONS OF SALE. If Buyer objects to any of the provisions of these Terms of Sale, Buyer must bring such objection to the attention of FREEDOM in a writing separate from any of Buyer’s business forms prior to placing an order. All orders by Buyer are subject to the approval of FREEDOM’s credit department.

In the event a written private label supply agreement, distributor agreement or other similar agreement is executed by authorized representatives of Buyer and FREEDOM, such agreement shall supersede these Terms of Sale to the extent of any conflict with these Terms of Sale. Absent such a written private label supply agreement, distributor agreement or other similar agreement, these Terms of Sale, along with the provisions contained within FREEDOM’s invoice, FREEDOM’s Privacy Policy (located at https://freedomchemicalcorp.com/privacy-policy), and any limited material warranty or limited leak free warranty executed by authorized representatives of Buyer and FREEDOM, constitute the final, entire and exclusive agreement between Buyer and FREEDOM concerning the sale of Products by FREEDOM to Buyer, and supersede all prior oral and written agreements and understandings (whether express or implied, including those implied by law, through usage of trade, course of performance or course of dealing).

  1. Prices; Taxes; Payment Terms. Prices for products shall be set forth in a written quote provided by FREEDOM, or if no written quote is provided, prices for products shall be based on FREEDOM’s list

price at the time of order. List prices for future orders are subject to change, without notice. Prices exclude all taxes, fees and duties, including, without limitation, all sales, personal property, value- added, excise, use or other taxes, and all export or import duties and inspection fees. Buyer shall be solely liable for all such taxes, fees and duties, whether or not invoiced by FREEDOM. Prices also do not include any applicable freight charges that may apply, which shall also be paid by Buyer. Unless otherwise specified in another writing signed by an authorized representative of FREEDOM, payment in full of the price in US dollars is due thirty (30) days after shipment, except that if at any time FREEDOM determines that Buyer’s financial condition or credit rating does not justify a sale on credit or if Buyer shall at any time be in default in any payment or other obligation owing to FREEDOM, then FREEDOM may require advance payment. Any payments by check must be made to FREEDOM’s headquarters in Descartes, California.

  1. Delivery and Risk of Loss. Unless otherwise specified in another writing signed by an authorized representative of FREEDOM, delivery of Products shall be O.B. FREEDOM’s plant, and risk of loss of Products shall pass to Buyer upon FREEDOM placing the Products with the carrier. Buyer shall reimburse FREEDOM for extra freight charges, special packaging, and incidental costs incurred for goods shipped at Buyer’s request by means other than FREEDOM’s customary shipping methods. Delivery dates are estimates only (i.e., not guaranteed), and time of delivery is not of the essence. FREEDOM shall not be liable for any delays in shipments. FREEDOM reserves the right to cancel shipments hereunder of any Products the manufacture, sale and/or use of which, in the opinion of FREEDOM, would infringe any United States Patent now or hereafter issued and under which FREEDOM is not licensed. FREEDOM shall promptly notify Buyer of any such cancellation and shall refund any portion of the price thereof that was pre-paid by Buyer.
  2. Unavoidable Delay/Force FREEDOM will not be liable or deemed to be in breach of these Terms & Conditions for any delay or failure to perform any or all of its obligations by reason of circumstances outside of FREEDOM’s reasonable control (including, but not limited to, casualty, labor trouble, fire, flood, governmental action or regulation, riot, terrorist acts, war, pandemic or endemic, inability to obtain supplies or materials, equipment or power failure, unscheduled maintenance, interruption of or delay in transportation of Products, accidents or Acts of God). In any such event, FREEDOM will use reasonable efforts to give notice to Buyer by email, and upon the giving of such notice the obligations of FREEDOM shall be suspended, extended or terminated as may be necessary under the circumstances. Under such circumstances, FREEDOM may also allocate its available supply of Products among its existing or prospective purchasers and/or its own departments, divisions and subsidiaries in such a manner as FREEDOM deems proper in its sole discretion, without incurring liability for failure to perform under these Terms of Sale.

5.     Limited Warranty; Defects; Remedies; Limitation of Liability.

  • Buyer agrees to inspect Products immediately upon receipt by Buyer (or its applicator or installer).
  • In the event that a limited material warranty or limited leak free warranty is executed by authorized representatives of Buyer and FREEDOM with respect to any Product(s), such warranty shall supersede the limited warranty in this Section 5 with respect to such Product(s) to the extent of any conflict with this Section 5.
  • In the event that no limited material warranty or leak free warranty is executed by authorized representatives of Buyer and FREEDOM with respect to any Product that is manufactured by FREEDOM, FREEDOM warrants to Buyer that as of the date on which such Product is picked up

from FREEDOM’s plant or delivered to Buyer (or its applicator or installer), and for a period of ten (10) days thereafter (the “Warranty Period”), such Product shall conform in all material respects to FREEDOM’s quality control and formulation specifications for such Product, and is free from manufacturing defects. This warranty shall not apply to any alleged defect that results from any external causes or conditions encountered by Buyer (or its applicator or installer) after pickup or delivery, including, but not limited to, natural disasters, vandalism, negligence, traffic, storage of materials, defects or moisture in the substrate, overburden materials or contact with chemicals or materials not approved by FREEDOM. For Products that are not manufactured by FREEDOM, the original manufacturer’s warranty, if any, shall apply to the extent assignable by FREEDOM. As permitted by applicable law, the above limited warranty extends only to Buyer and not to any other individual or entity. If Buyer provides written notice of a Product defect to FREEDOM during the Warranty Period and before such Product is resold or installed, (i) if requested by FREEDOM, Buyer shall provide FREEDOM with a reasonable opportunity after receiving such notice to examine such Product, and (ii) if FREEDOM determines that such Product has not been altered, abused or misused and verifies that such Product was defective when picked up by, or delivered to, Buyer (or its applicator or installer), then as Buyer’s sole and exclusive remedy for any damage or loss in any way connected with the defective Products, FREEDOM shall, in its discretion, repair or replace the defective Product, or refund to Buyer for the lesser of (i) the reasonable cost of repair or replacement thereof by a third party, as documented by Buyer, or (ii) that part of the purchase price of the defective Product that has been paid by Buyer.

  • SUBJECT TO APPLICABLE LAW, FREEDOM EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO PRODUCTS.
  • NONE OF FREEDOM OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR VENDORS SHALL HAVE ANY LIABILITY TO BUYER OR ANY OTHER PERSON FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, INDIRECT OR PUNITIVE DAMAGES (INCLUDING ANY LOSS OF REVENUE OR PROFITS, DATA, GOODWILL, REPUTATION, OR ANY BUSINESS INTERRUPTION), WHETHER DIRECT OR INDIRECT AND WHETHER OR NOT BASED UPON FREEDOM’S NEGLIGENCE, BREACH OF WARRANTY, BREACH OF CONTRACT, STRICT LIABILITY, TORT OR ANY OTHER CAUSE OF ACTION, EVEN IF FREEDOM IS INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO APPLICABLE LAW AND WITHOUT LIMITING THE FOREGOING, FREEDOM’S LIABILITY FOR DAMAGES HEREUNDER FOR ANY PRODUCTS OR SERVICES SHALL IN NO EVENT EXCEED THE ACTUAL AMOUNT PAID BY BUYER FOR SUCH PRODUCTS OR SERVICES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, FREEDOM SHALL NOT BE LIABLE TO BUYER OR ANY OTHER PERSON IN TORT FOR ANY NEGLIGENT DESIGN OR MANUFACTURE OF PRODUCTS, OR FOR THE OMISSION OF ANY WARNING WITH RESPECT THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 5(E) SHALL APPLY EVEN IF BUYER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. BUYER ACKNOWLEDGES AND AGREES THAT THE PARTIES ENTERED

INTO THE AGREEMENT IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 5(E), THAT THE SAME REFLECT AN ALLOCATION OF RISK BETWEEN THE PARTIES (INCLUDING THE RISK THAT A CONTRACT REMEDY MAY FAIL OF ITS ESSENTIAL PURPOSE AND CAUSE CONSEQUENTIAL LOSS), AND THAT THE SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

  1. Solvency and Security Interest. Buyer represents to FREEDOM that Buyer is solvent. As collateral security for the payment of the purchase price of the Products hereunder, Buyer hereby grants to FREEDOM, a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under all Products purchased by Buyer hereunder, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing, to secure payment of the price for the Products purchased hereunder. The security interest granted under this provision constitutes a purchase-money security interest under Division 9 of the California Uniform Commercial Buyer hereby irrevocably authorizes FREEDOM at any time and from time to time to file in any relevant jurisdiction any financing statements and amendments thereto and continuations thereof that contain the information required by Article 9 of the Uniform Commercial Code of each applicable jurisdiction for the filing of any financing statement or amendment and continuations relating to such Products.
  2. Permits and Compliance. FREEDOM is not responsible for obtaining any permit, inspection or license required for application, installation or operation of Products. FREEDOM MAKES NO GUARANTY, REPRESENTATION OR WARRANTY THAT ANY PRODUCT WILL CONFORM TO ANY LAW, ORDINANCE, REGULATION, CODE OR FREEDOM reserves the

right to change the formulation or method of manufacture of Products from time to time in its sole discretion and will have no obligation to notify Buyer before or after any such change in any Products.

  1. Technical Advice From time to time FREEDOM may approve or make a recommendation or a referral of an applicator or installer trained or experienced in applying or installing Products. In addition, FREEDOM may in its discretion agree to make available technical service personnel to provide advice to Buyer regarding the application or installation of Products. BUYER ACKNOWLEDGES AND AGREES THAT ANY TECHNICAL ADVICE, RECOMMENDATIONS OR REFERRALS MADE OR PROVIDED BY FREEDOM (OR ITS REPRESENTATIVE) CONCERNING AN APPLICATOR OR INSTALLER, OR THE APPLICATION OR INSTALLATION OF PRODUCTS IS PROVIDED ON AN “AS IS” BASIS. FREEDOM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING SUCH ADVICE, RECOMMENDATIONS OR REFERRALS AND ACCEPTS NO LIABILITY ARISING THEREFROM, NOTWITHSTANDING ANY REPRESENTATIONS THAT MAT BE MADE BY ANY REPRESENTATIVE OF FREEDOM TO THE CONTRARY. THE FOREGOING PROVISIONS OF THIS SECTION 6 MAY BE REVISED IN A WRITTEN AGREEMENT EXECUTED BY AUTHORIZED REPRESENTATIVES OF BUYER AND FREEDOM WITH RESPECT TO ANY SERVICES PROVIDED BY FREEDOM. BUYER SHALL BE SOLELY RESPONSIBLE FOR SELECTING AND ENGAGING ITS APPLICATOR OR INSTALLER, AND BUYER (AND/OR ITS APPLICATOR OR INSTALLER) SHALL BE SOLELY RESPONSIBLE FOR THE PROPER APPLICATION AND INSTALLATION OF PRODUCTS. WITHOUT LIMITING THE FOREGOING, BUYER FURTHER ACKNOWLEDGES AND AGREES THAT THE

CHARACTERISTICS OR ATTRIBUTES OF EACH PRODUCT ARE CONTAINED ONLY WITHIN THE CURRENT PRODUCT DATA SHEET FOR SUCH PRODUCT, AND ANY VERBAL ADVICE RENDERED TO THE CONTRARY SHALL NOT BE BINDING ON FREEDOM. ==

  1. Application/Installation. Buyer (and its applicator or installer) shall apply and install each Product properly and in accordance with the current version of FREEDOM’s technical specifications set forth in the Product Data Sheet for such Product located on FREEDOM’s website, and any current Installation Procedure provided by FREEDOM for such FREEDOM shall not be liable for any claims or damages related to or arising out of improper installation of Products.
  2. Unless otherwise agreed by the parties in a separate distributor agreement or other similar agreement executed by FREEDOM and Buyer that governs the resale of Products by Buyer, on any resale of Products by Buyer, Buyer shall contractually limit its buyer’s rights and remedies against both it and FREEDOM to at least the same extent as Buyer’s rights and remedies are limited under these Terms of Sale and require its buyer to agree to acknowledge receipt of a copy of these Terms of Sale.
  3. At any time prior to commencement of the order being fulfilled, Buyer may change an order to remove Products by written request to sales@freedomchemicalusa.com, other than special/custom orders; provided, however that FREEDOM may charge Buyer a change order fee equal to 25% of the invoice price of any Products removed from the order plus any shipping charges incurred by FREEDOM in relation to the change.
  4. At any time prior to commencement of the order being fulfilled, Buyer may cancel an order for Products by written request to sales@freedomchemicalusa.com, other than special/custom orders; provided, however, that Buyer shall pay FREEDOM (i) all costs and expenses FREEDOM incurred in relation to the order before FREEDOM received the cancellation request, (ii) a cancellation charge equal to 25% of the invoice price of any Products cancelled from the order, and (iii) any shipping charges incurred by FREEDOM in relation to the cancellation.
  5. Buyer may only return Products to FREEDOM with FREEDOM’s prior written consent. If FREEDOM permits a return, (i) Products must be returned to FREEDOM, freight prepaid, no more than ninety (90) days after Buyer (or its applicator or installer) received such Products, (ii) Products will only be returned for a credit, and (iii) Buyer must pay FREEDOM a restocking charge equal to 25% of the invoice price of the Products returned. Buyer bears the risk of loss of any returned Product during shipment. FREEDOM will not accept the return of any used, damaged, defaced or obsolete Products, or Products past their shelf life.
  6. To the fullest extent permitted by applicable law, Buyer agrees to indemnify, defend, and hold FREEDOM and its officers, directors employees and agents, harmless from and against any and all actual, alleged, or threatened claims, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or resulting from (a) any transportation, handling, export, storage, processing, alteration, use, application and/or disposal of a Product by Buyer (and/or its applicator or installer); and (b) any actual or alleged breach by Buyer (and/or its applicator or installer) of, or any inaccuracy in, any representation, warranty, covenant or undertaking made by Buyer in, these Terms & Conditions.
  7. Compliance with Law. Buyer agrees to comply with all applicable laws, rules and regulations in any way relating to its purchase, ownership, transportation, receipt, handling, storage, processing,

alteration, use, application, and disposal of Products once the Products have been picked up from FREEDOM’s plant or delivered to Buyer (or its applicator or installer).

  1. No Third-Party Beneficiaries. These Terms of Sale shall not create a contractual relationship, or a cause of action based on contract or in tort, against FREEDOM by any party other than For the avoidance of doubt, any indemnitee under Section 14 shall be a third party beneficiary of these Terms of Sale.
  2. Cumulative Rights. FREEDOM has all rights and remedies given to FREEDOM by applicable law. FREEDOM’s rights and remedies are cumulative and may be exercised from time to time.
  3. Time for Bringing Any action by Buyer against FREEDOM for breach of these Terms of Sale or for any other claim arising out of or relating to the Products or their design, manufacture, sale or delivery must be brought within one (1) year after pick-up or receipt of the Products by Buyer (or its applicator or installer), subject to applicable law.
  4. If any provision of these Terms of Sale (including, without limitation, Section 20) is invalid, illegal, void or unenforceable, then that provision will be deemed severed from these Terms of Sale and will not affect the validity or enforceability of the remaining provisions of these Terms of Sale.

20.   Applicable Law; Arbitration; Class Action Waiver.

  • All matters arising out of or relating to these Terms of Sale are governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of
  • BUYER AND FREEDOM ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT THE PARTIES WOULD HAVE IF THEY WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN

ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN BUYER AND FREEDOM ARISING FROM OR RELATING IN ANY WAY TO BUYER’S PURCHASE OF PRODUCTS FROM FREEDOM, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

  • The arbitration will be administered by the American Arbitration Association (“AAA”) under its Construction Industry Arbitration Rules, which are available at adr.org/construction.
  • The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that this arbitration provision or any other provision of these Terms of Service is void, voidable or otherwise invalid. Such arbitration shall take place in the office of the AAA closest to and within the state where the relevant Products were installed, or if no such office exists,

arbitration shall take place in Descartes, California. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

  • If a party prevails on any claim that affords the prevailing party attorneys’ fees, the arbitrator may award reasonable fees to such party under the standards for fee shifting provided by law.
  • Buyer and FREEDOM agree to an arbitration on an individual basis. In any dispute, NEITHER BUYER NOR FREEDOM WILL BE ENTITLED TO JOIN OR CONSOLIDATE CLAIMS BY OR AGAINST OTHER CUSTOMERS IN COURT OR IN ARBITRATION OR OTHERWISE PARTICIPATE IN ANY CLAIM AS A CLASS REPRESENTATIVE, CLASS MEMBER OR IN A

PRIVATE ATTORNEY GENERAL CAPACITY. The arbitral tribunal may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. The arbitral tribunal has no power to consider the enforceability of this class arbitration waiver and any challenge to the class arbitration waiver may only be raised in a court of competent jurisdiction.

  1. Assignment. Buyer will not assign any of its rights or delegate any of its obligations under these Terms of Sale without FREEDOM’s prior written consent, except to the transferee of all or substantially all Buyer’s assets or business to which these Terms of Sale Any purported assignment or delegation in violation of this Section 21 is null and void. No assignment or delegation relieves Buyer of any of its obligations under these Terms of Sale.
  2. No Waivers. The failure by FREEDOM to enforce any right or provision of these Terms of Sale will not constitute a waiver of future enforcement of that right or provision. The waiver of any right or provision will be effective only if in writing and signed by a duly authorized representative of
  3. Survival. Provisions of these Terms of Sale which by their nature should apply beyond their terms will remain in force after any termination or expiration of these Terms of Sale including, but not limited to, Sections 2, 5(c), 5(d) and 14 through 23.