SONICAIRE STANDARD TERMS AND CONDITIONS OF SALE

SONICAIRE STANDARD TERMS AND CONDITIONS OF SALE
Last Revised: June 12, 2025

Applicability. These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the products (“Products”) and services (including without limitation installation, maintenance, and other professional services) (collectively, the “Services”) by SonicAire to Customer. SonicAire’s Sales Order Acknowledgement, these Terms, any applicable Scope of Work, and any other documents expressly incorporated by reference (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Customer’s general terms and conditions of purchase, regardless of whether or when Customer has submitted its purchase order or such terms. Fulfillment of Customer’s order does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms. None of these Terms may be added to, modified, superseded, or otherwise altered, except by a written instrument signed by an authorized representative of SonicAire. Failure of SonicAire to object to any terms or conditions which may be contained in any document or form of Customer shall not be construed as a waiver of the terms and conditions contained herein, nor as an acceptance of any such terms and conditions.

Payment Terms. Payment terms are net thirty (30) days from the date of invoice based on credit approval. Any payments not made within thirty (30) days of the date of invoice shall be subject to a late payment charge of the lesser of 1.5% per month or the highest rate permissible under applicable law on the unpaid balance of any amount then past due, calculated daily and compounded monthly. Customer will reimburse SonicAire for all reasonable costs incurred (including reasonable attorneys’ fees) in collecting past due amounts owed by Customer. All payment obligations will survive termination or expiration of this Agreement. Customer acknowledges and agrees that SonicAire may cease providing Products or the Services under this Agreement during any period in which Customer has not paid any amounts due to SonicAire.

Prices. Pricing is valid for sixty (60) days from the date of the original quote, subject to change by SonicAire due to market conditions or material cost increases. SonicAire reserves the right to correct all typographical or clerical errors that may be reflected in pricing or product specifications on the Sales Order or Quote. Customer is solely liable for any excises, levies, or taxes which SonicAire may be required to pay or collect, under any existing or future law, upon or with respect to the sale, purchase, delivery, storage, processing, use, consumption, or transportation of any of the Products covered hereby, and Customer agrees to pay the amount thereof on the same terms as it shall pay the quoted purchase price. Customer agrees that its payment and other obligations under this Agreement are absolute and unconditional and not subject to any abatement, reduction, setoff, defense, counterclaim, or recoupment due or alleged to be due as a result of any past or future claim that Customer may have against SonicAire.

Limited Warranty. Each SonicAire Product comes with a written limited warranty and warranty registration card. Completion of the warranty registration card by Customer will prevent delays in processing potential future warranty claims. Warranty registration may also be completed online at www.sonicaire.com by selecting the Warranty Card option under Technical Resources. SonicAire agrees to use commercially reasonable efforts to provide the Services in a professional manner, consistent with generally accepted industry standards, and to devote such time and attention as is necessary to render the Services to Customer in a professional manner. All Services shall be performed in accordance with the applicable Scope of Work and any written specifications agreed upon by the parties. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS OR THE APPLICABLE SCOPE OF WORK, SONICAIRE MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THESE OR THE SERVICES, ALL OF WHICH ARE HEREBY DISCLAIMED BY SONICAIRE AND EXCLUDED FROM THIS AGREEMENT.

Limitation of Liability. IN NO EVENT SHALL SONICAIRE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SONICAIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SONICAIRE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SONICAIRE FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM. The limitation of liability set forth above shall not apply to (i) liability resulting from SonicAire’s gross negligence or willful misconduct and (ii) death or bodily injury resulting from SonicAire’s acts or omissions.

Claims. Claims by Customer for shortages or errors in delivery must be made in writing within forty-eight (48) hours after the delivery of the Product(s), and failure to make such claims within the specified timeframe shall constitute acceptance of the delivery and waiver of all such claims. SonicAire is not responsible for damages caused during shipping, and Customer must file any claims for shipping damage directly with the carrier. Customer should inspect each package and materials for any damage before accepting a package from the freight company.

Returns. Products may be returned within sixty (60) days of the original purchase date, subject to the following terms:

• Returns are eligible for either: (i) a refund of the original purchase price less a twenty percent (20%) restocking fee, or (ii) a one hundred percent (100%) credit toward a future purchase with SonicAire.
• Customer is responsible for all shipping costs associated with returning any Product.
• All returns must first obtain written consent and a Return Material Authorization (RMA#) from an authorized representative of SonicAire.
• All returns are subject to inspection upon receipt. Issuance of any refund or credit is conditioned upon the returned Product being received by SonicAire in like-new condition (i.e., free of damage, wear, or modification, and suitable for resale).
• SonicAire reserves the right, in its sole discretion, to deny or adjust any refund or credit for Products not returned in like-new condition.

Shipment. Delivery terms are F.O.B. Shipping Point (SonicAire, 3831 Kimwell Drive, Winston‐Salem, NC 27103). Customer shall assume all risk of loss or damage upon delivery by SonicAire to the carrier at the point of shipment. Scheduled dates of delivery are determined from the date of SonicAire’s acceptance of any order or orders placed by Customer and are estimates of approximate dates of delivery, not a guarantee of particular date of delivery. SonicAire may, in its sole discretion, without liability or penalty, make partial shipments of Products to Customer. SonicAire shall not be liable for any damages or losses, direct or indirect, caused by shipping delays beyond its reasonable control, including but not limited to delays caused by carriers, weather conditions, labor disputes, supply chain disruptions, or acts of God.

Security Interest. Shipments, deliveries, and performance of work by SonicAire shall at all times be subject to the approval of and requirements of the credit department of SonicAire, including the requirement that Customer pay part or all of the purchase price in advance. As collateral security for the payment of the purchase price of the Products, Customer hereby grants to SonicAire a lien on and security interest in and to all of the right, title, and interest of Customer in, to, and under the Products, 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. The security interest granted under this provision constitutes a purchase money security interest under the North Carolina Uniform Commercial Code. SonicAire may file or record any financing statements, continuation statements, or other applicable documents necessary to perfect its interest, and Customer hereby irrevocably authorizes SonicAire to do so and shall execute and deliver any documents reasonably requested by SonicAire for such purpose.

Cancellations and Changes to Orders. Orders accepted by SonicAire are subject to change or cancellation by Customer only upon the express written consent of SonicAire. In the case of an approved change to an order, a change fee may be assessed in addition to any requisite product price increase or decrease. Whether or not a change fee is assessed, and the amount of such fee, will be determined by SonicAire based upon the overall impact of the change on SonicAire’s business operations. In the case of an approved order cancellation, a cancellation fee and a restocking fee will be assessed. The amount of such fees will be determined by SonicAire and will be based on several factors including but not limited to proximity of cancellation date to estimated ship date, the degree of product customization included in the order, etc. In some cases, SonicAire may not be able to accept an order cancellation and payment in full on the original order will be required.

Right to Subcontract. In the performance of its obligations hereunder and delivery of the Services, SonicAire shall have the right to subcontract its rights and responsibilities to any third party in its sole discretion, provided that SonicAire shall remain responsible for the performance of any such third party to the extent set forth in this Agreement.

Indemnification. CUSTOMER SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS SONICAIRE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND AGENTS FROM ANY LOSS, DAMAGE, COST, OR EXPENSE (INCLUDING REASONABLE ATTORNEYS’ FEES) arising from (a) any actions or omissions of Customer, including without limitation, Customer’s breach of this Agreement or failure to follow the instructions of SonicAire related to the Products or Services, (b) non-compliance with any federal, state, or local laws or regulations, or (c) any claim alleging damage to property or injury to person or death that results from Customer’s use or misuse of the SonicAire Products or Services. This indemnity shall survive the termination or expiration of this Agreement.

Confidential Information. All non-public, confidential, or proprietary information of SonicAire, including but not limited to, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, rebates, service methodologies, maintenance procedures, installation techniques, technical know-how, or service schedules, disclosed by SonicAire to Customer, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by SonicAire in writing. Upon SonicAire’s request, Customer shall promptly return or destroy (at SonicAire’s option) all documents and other materials received from SonicAire and certify in writing that it has done so. SonicAire shall be entitled to injunctive relief for any violation of this paragraph. This paragraph does not apply to information that is: (i) in the public domain; (ii) known to Customer at the time of disclosure; or (iii) rightfully obtained by Customer on a non-confidential basis from a third party.

Governing Law. Any agreement arising out of this transaction shall be deemed to have been made in Winston‐Salem, Forsyth County, North Carolina. The parties agree that the validity, interpretation, and performance of any agreement arising out of this transaction shall be governed by and interpreted in accordance with the laws of the State of North Carolina. Any legal action or proceeding arising from or in connection with these Terms shall be brought exclusively in the Courts of the State of North Carolina or in the U.S. District Court of the Middle District of North Carolina, and the parties agree to submit to the jurisdiction of such courts.

Default. In the case of default or breach by Customer in the performance of any or all of the provisions of this agreement, SonicAire may cancel any outstanding order from Customer and declare all obligations immediately due and payable, and shall in addition have all remedies afforded by the Uniform Commercial Code as enacted in North Carolina, and any other applicable law. Customer shall in addition, be liable for SonicAire’s expenses incurred in exercising any remedies available to it, including reasonable attorney’s fees and other expenses.

Delay. If Customer requests deferral of deliveries or scheduled services, SonicAire’s agreement to defer delivery or services shall not excuse Customer from its obligation to pay for the Products or Services at the same times and in the same quantities as the original delivery or service schedule, including interest due pursuant to these Terms. In addition to adhering to the original payment schedule, Customer shall pay such storage charges as SonicAire may assess for storing the goods awaiting delivery. If Customer requests deferral prior to commencement of production, SonicAire may require progress payments in connection with expenses for materials and services incurred by SonicAire in anticipation of production.

Termination. In addition to any remedies that may be provided under these Terms, SonicAire may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this Agreement; (ii) has not otherwise performed or complied with any of these Terms, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.