These Terms and Conditions ("T&C") will govern the sale of all products ("Products") and the provision of all services ("Services") by INDUCON LATAM SAS, ("Inducon") to the Buyer . Any different or additional terms and conditions presented by Buyer, whether in any order, contract or other document, are hereby rejected and shall be of no force or effect. The sale of the Products and the provision of the Services are expressly conditioned on the Buyer's consent to these T&C. The Buyer will be deemed to have expressly accepted these T&Cs if the Buyer so agrees in writing or receives the Products or accepts the provision of the Services after receipt of these T&Cs. The failure of INDUCON to object to the provisions contained in any order or other writing addressed to the Buyer shall not be construed as a waiver of these T&C or acceptance of any terms and conditions of the Buyer. No INDUCON independent sales or manufacturing representative shall have the authority to modify these T&Cs in any respect or to agree to additional terms or conditions.

Except as expressly agreed in writing by a duly authorized representative of INDUCON, these T&Cs supersede any prior or contemporaneous understandings, agreements or correspondence between the parties and shall govern any order or contract (each, an "order") for the Products or Services.

1.0 VALIDITY

Each quote or offer is valid for 30 days from its date, unless otherwise indicated.

2.0 TAXES

Prices do not include any applicable sales, use or other taxes, and the amount of such taxes that INDUCON may be required to pay or collect will be added to each invoice or invoiced separately by INDUCON to Buyer, and Buyer shall promptly pay all such invoices.

3.0 PAYMENT CONDITIONS

A. Payment terms

The prices of the Products and Services will be those specified in INDUCON's budget or offer. An invoice will be issued upon shipment of the Products or completion of the Services. Unless otherwise provided in these T&Cs, all Buyer payments will be made net 30 days from the date of INDUCON's invoice.

B. Late payments

Overdue INDUCON invoices will accrue interest at 1.5% per month, but not exceeding the maximum legal rate, from their due date until full payment.

C. Advance payments

INDUCON may require full or partial payment in advance depending on the Buyer's history.

D. Insolvency of the Buyer

In the event that Buyer becomes insolvent, makes a general assignment for the benefit of creditors, institutes or causes to be instituted against it any bankruptcy or reorganization proceeding, or if a receiver of any property of Buyer is appointed in any action, suit or proceeding by or against Buyer and such filing or appointment is not dismissed, or voided, as the case may be, within a period of sixty (60) days, INDUCON shall, if permitted by state law and/or or applicable federal law, the right, at its option, to cancel any or all pending orders and to recover any cancellation fees due in accordance with Section 10.0 from Buyer or from Buyer's estate.

E. Collection costs and attorney fees

Buyer shall be responsible for all costs and expenses incurred by INDUCON, including attorneys' fees, in connection with the collection of amounts owed by Buyer and the enforcement of any provision of these T&Cs.</ p>

4.0 DELIVERY

A. Origin, shipping method and route

Unless otherwise requested by the Buyer, INDUCON will select the transportation method and shipping route. If Buyer requests shipping by a method or route other than that determined by INDUCON, Buyer will be responsible for any excess or premium in transportation charges. In no case will INDUCON be responsible for charges for delay or detention. Any charges for special services will be paid or refunded by the Buyer.

B. Shipping damage

Except for shipments FOB origin, INDUCON will not participate in any settlement of claims for hidden or other damage to the shipment. When shipment has been made on an FOB origin basis, the Buyer must unpack the Products immediately and, if damage is discovered, must:

• 1. Do not move the Products from the examination point.
• 2. Retain all shipping containers and packaging materials.
• 3. Notify the carrier of any apparent damage in writing on the carrier's delivery receipt and request that the carrier perform an inspection.
• 4. Notify INDUCON within 72 hours of delivery.
• 5. Send INDUCON a copy of the carrier's inspection report. INDUCON will have no responsibility for any damage to shipments at FOB origin unless the Buyer complies with the above obligations.

5.0 FORCE MAJEURE

Shipping dates are approximate and are based on receiving complete information with each order. If approval of the plans is required, the Buyer must return them within the expected time to maintain shipping dates.

INDUCON shall not be liable to Buyer for any failure or delay in performance due to any cause beyond its reasonable control, including, without limitation, fire, flood, strike or other labor difficulties, acts of God, acts of governmental authorities, acts of Buyer, riots, embargoes, fuel or power shortages, failures or delays in transportation or delays in obtaining or inability to obtain necessary labor, materials or manufacturing facilities from usual sources . In the event of such delay, the delivery date or completion time shall be extended for the period of time reasonably necessary to overcome the effect of such delay, and, if such delay is caused by Buyer or any of its employees, representatives or agents, INDUCON will be reimbursed for any additional costs derived from said delay.

6.0 TRANSFER

In the event of transfer to a third party of any Product or interest therein, the Buyer will be obligated to indemnify, defend and hold INDUCON and its subcontractors and suppliers harmless from any liability or obligation that they may incur or that may be owed to them. may claim in excess of what INDUCON has expressly accepted in writing prior to such transfer.

7.0 TITLE, RISK OF LOSS, SECURITY INTEREST

The risk of loss of the Products, or any part thereof, shall pass to Buyer upon delivery of the Products or parts to the common carrier, unless otherwise specified in the order. INDUCON will retain title to all Products and parts sold to Buyer until Buyer pays in full. In furtherance of the foregoing, Buyer grants INDUCON security interests, including a purchase money security interest, in the Products and parts now or hereafter sold by INDUCON to Buyer and all proceeds thereof (collectively, the "Guarantee") to guarantee compliance with all obligations of any type or nature owed by the Buyer to INDUCON under these T&C. The Buyer authorizes INDUCON to file said financing statement, including any necessary or required modifications thereto, describing the guarantee, in the states, countries or other jurisdictions that INDUCON chooses and agrees to execute any additional agreement, document or instrument that INDUCON considers necessary to confirm, perfect and maintain its retained ownership thereof or the security interest granted under these T&C.

8.0 TERMINATION

A. By the Buyer

Any order may be terminated by Buyer only upon notice to INDUCON and upon payment to INDUCON of reasonable and appropriate termination charges, including, but not limited to, all costs identified with the order incurred. until the date of the termination notice. All additional costs resulting from termination and 10% of the final net price will be included in the termination costs to compensate INDUCON for interruptions in scheduling, planned production and other direct costs.

B. By INDUCON

INDUCON shall have the right to terminate any order at any time by notifying the Buyer in the event that:

• 1. The Buyer fails to comply with the order or these T&C and does not remedy said failure within 30 days following notification of this.
• 2. Buyer fails to make any payment on the due date or refuses to accept delivery of any shipment.
• 3. INDUCON has a reasonable basis for insecurity regarding the performance of Buyer's obligations to INDUCON, and Buyer fails to provide INDUCON with adequate assurance of Buyer's performance within 30 days of INDUCON's demand for such assurances.< /li>

At the time of termination by INDUCON, in accordance with the provisions of this section, all amounts due and pending payment to INDUCON will be immediately payable by the Buyer.

9.0 HOLD ORDERS

Any order held, delayed or rescheduled at the Buyer's request will be subject to the prices and conditions of sale in effect at the time of release of the hold, end of the delay or rescheduling. Any such order, withheld, delayed or rescheduled beyond a reasonable period of time, may be treated by INDUCON as a termination of the Buyer. When final assembly of the Products has begun, the Products are ready to be shipped or the Services are ready to be performed and delivery or performance does not occur due to the hold, delay or rescheduling of the Buyer, INDUCON may invoice the Buyer for such Products and Services, which invoice shall be payable upon receipt thereof, and may, upon written notice to Buyer, store such Products at Buyer's expense and delay the performance of the Services. In such case, the following conditions will apply: The risk of loss of the Products will pass to the Buyer at the time of moving said Products to the warehouse. All costs incurred by INDUCON in connection with the storage of the Products, including demurrage, the cost of preparation for storage, storage costs, insurance, if placed, and handling costs and with the delay of the execution of the Services will be paid by the Buyer upon presentation of invoices by INDUCON.

10.0 APPROVAL OF PLANS

If, at the time of approval of the plans, INDUCON has not designed the Product in accordance with the Specifications, INDUCON will make the appropriate modifications at no cost to the Buyer. When the Specifications are not final, INDUCON reserves the right to design the Product in accordance with INDUCON's criteria and good commercial practices. If, at the time of approval of the plans, the Buyer makes changes outside the design contemplated in the Specifications, the Buyer will be responsible and will pay, at the time of billing, the additional charges determined by INDUCON, and there will be a proportionate delay on the shipping date based on the changes made.

11.0 PRODUCT NOTICES

Buyer will provide the user (including its employees) of the Products with all notices, warnings, instructions, recommendations and similar materials supplied by INDUCON.

12.0 WARRANTY

A. Standard Warranty

1. Warranty - INDUCON warrants that the Products supplied to the Buyer will be of the type and quality described in the Specifications and will be free from defects in workmanship and materials and that the Services will be performed in a good and professional manner.

2. In the event that any Product or Service fails to conform to this warranty and INDUCON is notified immediately upon discovery of the failure, in writing, within one year of the Shipment Date, INDUCON will correct such nonconformity by repair or, at your option, replacement of the defective Product, part or parts FOB your factory or repair facility.

3. Third Party Products - Products supplied by INDUCON, but manufactured by third parties, are guaranteed only to the extent of the manufacturer's warranty. The limited warranties contained in this Section 12.0 shall not apply to (1) Products that have been: (A) repaired or modified without the authorization or approval of INDUCON, (B) subjected to misuse, abuse, improper maintenance, negligence or accident, (C) that have been damaged by excessive physical or electrical stress; or (2) Products that have had the serial number or any part thereof altered, defaced or removed; or (3) any design changes, alterations or modifications made at the request of Buyer or by Buyer or any third party; or (4) Products that have not been stored, installed, operated and maintained in accordance with INDUCON manuals, instruction books, recommendations and industry standard practices. Under no circumstances will INDUCON be responsible for accessing the Product(s), disassembling it, reassembling it or transporting the Products or any of its parts to and from the installation site.

B. Title Guarantee

INDUCON warrants that the Products will be delivered free of any claim, demand, lien or encumbrance. In the event of any breach of this warranty, Buyer must notify INDUCON without delay, and INDUCON, at its expense, will defend title to any affected product or part and, if unsuccessful, will promptly provide Buyer, free of charge, a replacement product or part that meets this warranty.

C. Warranty Waiver and Limitation of Remedies

The above warranties are exclusive and INDUCON makes no other warranty of any kind to Buyer or any third party with respect to the Products and/or Services and hereby expressly disclaims all warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose and all warranties arising from the course of dealing or usage of trade. The remedies provided in this Section 12.0 are Buyer's sole remedies for any failure of INDUCON to meet its warranty obligations. The correction of any lack of conformity in the manner and during the period of time provided for in these General Conditions of Contract will constitute complete fulfillment of all responsibilities of INDUCON, regardless of whether the Buyer's claims are based on a contract, on an act tort (including negligence or strict liability) or otherwise, with respect to or arising from the applicable product or service.

13.0 LIMITATION OF LIABILITY AND EXCLUSIVITY OF REMEDIES

Neither INDUCON nor any of its contractors and suppliers at any level shall be liable in contract, in tort (including negligence or strict liability) or otherwise for damage to or loss of other property or equipment, loss of profits or income, loss of use of the equipment or power system, capital cost, cost of purchased or replacement power or temporary equipment (including additional costs incurred in the use of existing facilities), claims from Buyer's customers, or for any special, indirect, incidental, punitive or consequential damages of any kind or nature.

Buyer's remedies set forth in these T&Cs are exclusive, and INDUCON's entire aggregate liability with respect to any order or anything done in connection therewith, such as performance or nonperformance thereof, or manufacturing, sale, delivery, resale or use of any Product, whether in contract, tort (including negligence or strict liability) or otherwise, will in no event exceed the price of the Product or part or for the Services on which it is based said responsibility.

14.0 CONFIDENTIALITY

"Confidential Information" means information disclosed by one party ("Discloser") to the other party or its affiliates (collectively, "Recipient") whose information is marked "Confidential," "Proprietary," or a similar legend. If Confidential Information is disclosed orally, it will be identified as such at the time of disclosure and a brief written description and confirmation of the confidential nature of the information will be sent to the Recipient within 30 days of disclosure. However, Confidential Information shall not include any information that (1) is known to the Recipient at the time of its disclosure to the Recipient; (2) is or becomes publicly known through any unlawful act of the Recipient; (3) is received from a third party without a restriction on its disclosure; (4) is independently developed by the Recipient or any of its affiliated companies; (5) is provided to any third party by the Disk Loser without a similar restriction on the rights of said third party; or (6) is approved for disclosure by the prior written consent of the Discloser.

The Recipient will keep the Confidential Information in strict confidence and will not disclose, disseminate, copy, disseminate, recreate or otherwise use the Confidential Information (except disclosure to personnel of the Recipient, its affiliates, customers or suppliers who have a need to know and receiving such information subject to an obligation of confidentiality) without the prior written consent of the Discloser or in a manner not expressly permitted in this Agreement, unless the confidential information is required to be disclosed by law or by order of a court or another governmental authority with proper jurisdiction (and provided that the Recipient promptly notifies the Discloser before disclosing such information to allow a reasonable time to request an appropriate protective order).

The Recipient agrees to use protection measures no less strict than those that the Recipient uses within its own company to protect its own most valuable information, protection measures that, in all circumstances, will be at least reasonable to ensure the continuity of confidentiality of Confidential Information. The parties acknowledge and agree that the Confidential Information is and will remain the property of the Discloser and that any unauthorized use, disclosure, dissemination or other disclosure of the Confidential Information will materially harm the Discloser.

15.0 NON-ASSIGNMENT

Buyer may not assign any right, interest or benefit under any order or these T&Cs to any other party without the express prior written consent of INDUCON.

16.0 TITLES

The headings contained in these T&Cs are for convenience of reference and shall have no effect on the interpretation or instruction of the language contained therein.

17.0 APPLICABLE LAW

The rights and obligations of the parties under these T&C and any order shall be governed by and construed in accordance with the laws of the State of Florida, United States of America. Any legal action or proceeding arising in connection with these T&C or any order shall be maintained in Miami-Dade County, Florida.

18.0 ARBITRATION

All disputes or controversies arising out of or in any way related to any order or these T&C and which are not resolved in good faith by the parties within ten days from the date on which either party notifies the other your desire to arbitrate such disputes or controversies, shall be resolved by arbitration by a single arbitrator in accordance with the commercial rules then in effect, as modified or supplemented by this section, of the American Arbitration Association ("AAA"). The arbitration will take place in Miami-Dade County, United States of America. The arbitration award will be in writing and will specify the factual and legal bases for said award. The arbitration award will be final and binding, and any court of competent jurisdiction may issue a judgment in accordance therewith. The parties agree that the arbitration award will be treated as Confidential Information. The arbitrator shall not have the authority to make an award of punitive damages. To the extent of any conflict, this section will supersede and control the AAA rules.

19.0 NOTIFICATIONS

All notices and demands regarding these T&C or any order will be made in writing and sent by certified or registered mail, with return receipt requested, in the case of INDUCON, to the address info@induconenergy.com and, in the case of the Buyer, to the address that appears in your order or that has been brought to the attention of INDUCON in any other way.