Contract Terms and Conditions

PLEASE READ CAREFULLY

These Terms and Conditions (“Terms”) apply to any Customer (“Customer”) who purchases Products from Energy Feeds International, LLC (“EFI”), a Wyoming limited liability company. By purchasing Products from EFI, Customer acknowledges and agrees to be bound by these Terms.

1. Definitions

“Customer” means the business or entity purchasing Products from EFI, and whose name appears on a Purchase Order issued pursuant hereto.

“Products” means any goods and services purchased by Customer from EFI.

2. Applicability and Acceptance

By ordering Products from EFI, Customer accepts these Terms. These Terms govern all transactions between EFI and Customer. These Terms supersede and control over any other terms between the parties, including those in purchase orders, emails, or oral agreements; all other such terms are void unless expressly agreed to in writing by EFI. Customer may not alter these Terms unilaterally by posting signs or otherwise; only a written agreement signed by EFI shall operate to alter these Terms.

3. Purchase Orders and Pricing

Customer shall order Products through the execution of one or more “Purchase Orders” or “Contracts” for the shipment and delivery of the total tonnage specified thereon. Customer shall make best commercial efforts to issue to EFI Purchase Orders with shipment/delivery dates 2 weeks prior the contract period.

Each Purchase Order will contain the pricing and delivery instructions for the Product ordered. Regardless of what it stated on the Purchase Order, the following terms apply with respect to pricing and expenses:

• The quantity and price specified on a purchase order / contract are represented in short tons and $/short ton.
• All Products will be shipped at Customer’s cost and expense, FOB EFI warehouse, unless otherwise noted.
• EFI shall retain the right to adjust the final FOB or delivered cost of the Product in the event there is an increase of over 10% of the estimated costs of over-the-road freight quoted and/or Ocean Freight for the goods sold based on the currently published FAK rates.
• Sales tax and reports are the responsibility of the Customer unless otherwise specified.
• Any quantities remaining on the Customer’s Contract that are not to be shipped to Customer within the specified period are subject to additional invoice and storage fees of $10/ton per week until quantities are shipped. Customer agrees to pay all such fees.

4. Tariffs, Duties, and Government Charges.

Customer shall be responsible for, and if applicable shall reimburse EFI with respect to, the payment of all costs and expenses of all tariffs, antidumping and countervailing duties (AD/CVD), import duties, fees, governmental surcharges, and similar charges applicable to the Products except to the extent expressly included in the applicable EFI Purchase Order or Contract. Any such charges in excess of the amounts or rates expressly included in the applicable EFI Purchase Order or Contract, including charges that are current or retroactively applied and whether imposed, increased, or assessed before or after execution of the Purchase Order, Contract, or invoice, are additional to the Contract Price and are subject to the original payment terms. Any dispute regarding the calculation of such charges must be submitted in writing within 10 business days of invoice. A dispute does not relieve Customer of its payment or acceptance obligations.

5. Delivery and Inspection

EFI will deliver Products using standard methods to the address provided by Customer. Delivery dates are estimates only, are not guaranteed, and are not to be considered a material term to any purchase. EFI is not liable for delays, damage, or loss during transit or during delivery, except to the extent caused by EFI’s gross negligence. Customer must inspect the goods at the time of delivery and must note all issues on the Bill of Lading at the time of signing, while the Carrier is present; otherwise, the shipment is and shall be considered received and accepted in good order. EFI’s sole obligation with respect to any discrepancies or defects will be to replace defective products or issue a credit, at EFI’s discretion.

6. Payment Terms

Invoices are due and must be paid within the time period specified on the invoice. Customer agrees to pay all invoices in full by the due date. Late payments are subject to interest at the lesser of 1.5% per month or the maximum rate permitted by law. Customer agrees that EFI shall be entitled to reimbursement of all costs incurred in attempting to collect past due amounts, including reasonable attorney fees, expenses and court costs.

7. Customer Credit; Purchase Money Security Interest

Certain Customers may apply for and receive payment credit terms from EFI. Credit terms, for Customers who have applied for them, are 15 days from the invoice date unless otherwise negotiated. Payment credit terms extended to Customer in any form is subject to EFI’s sole discretion and ongoing approval. EFI may increase, decrease, suspend, or revoke credit at any time. EFI relies on the accuracy of information provided by Customer in its credit application, and may investigate credit history or require personal guarantees as part of approval.

To secure payment of all amounts owed under credit, Customer grants EFI a continuing purchase money security interest in all Products purchased with credit (the “Collateral”). To that end, Customer agrees to the terms of the Purchase Money Security Agreement attached as Appendix I hereto, and to execute the same as a pre-condition to the fulfillment of any order made on credit.

8. Special Orders / Proprietary Products

If Customer ceases doing business with EFI for any reason, Customer must immediately purchase from EFI any remaining Products, proprietary or special order items ordered by, held or produced for Customer.

9. Disclaimer of Warranty; Limitation of Remedies

Products are sold “as is”. EFI disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose. Customer’s sole remedies are replacement of defective products or a credit for the defective portion. EFI is not liable for any indirect, incidental, special, or consequential damages, including lost profits or business interruptions. Maximum liability is limited to the price of the Products sold.

10. Force Majeure

EFI is not liable for any delay, failure to perform, or inability to fulfill orders caused by events beyond its reasonable control, including but not limited to labor disputes, natural disasters, pandemics, governmental actions, war, transportation shortages, vessel or booking delays, port congestion, manufacturer or supplier production delays, manufacturing outages, raw material shortages, supplier allocations, quality holds, canceled or reduced supplier purchase orders, or other supply chain disruptions. EFI may delay, allocate, or cancel affected orders without liability. EFI will notify Customer as soon as reasonably practicable if such an event materially impacts performance.

11. Governing Law and Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to conflicts of law rules. Any dispute arising under or relating to these Terms shall be resolved exclusively in the courts located in Teton County, Wyoming, and Customer consents to the personal jurisdiction of such courts.

12. Changes to Terms

EFI may modify these Terms at any time. Revised Terms will govern future transactions but will not retroactively change obligations for outstanding invoices unless agreed in writing.

13. Miscellaneous

EFI may assign its rights or obligations under these Terms without Customer consent.

Customer may not assign its obligations under these Terms without prior written consent of EFI.

These Terms bind EFI and Customer and their respective successors, assigns, heirs, and representatives.

If any provision of these Terms is found unenforceable, the remaining provisions remain in effect.

14. Acknowledgment and Authorization

By ordering Products, issuing Purchase Orders, and/or submitting a credit application or accepting credit from EFI, Customer acknowledges, represents and warrants:

• They are authorized to enter into the transaction on behalf of their business.
• They understand and agree to be bound by these Terms & Conditions.
• All information provided is accurate and complete.
• They authorize banks, persons, and companies listed in the application to furnish information and allow credit checks.

Personal Guarantee: In consideration for credit extended, the person signing the credit application personally guarantees the faithful payment of all accounts of Customer. The guarantor waives notice of acceptance, extension of credit, presentment, demand, default, or other notices they may be entitled to.