B&D Resources Standard Terms and Conditions for Sales and Service

1. CONTRACT – These Terms and Conditions, together with any quotation, order acknowledgment, service agreement, invoice, or other written document issued by B&D Resources Corp. (“B&D”) relating to the sale of equipment, parts, or services (collectively, the “Order Documents”), constitute the entire agreement between B&D and the buyer (“Buyer”). The rights and obligations set forth herein apply to Buyer’s purchase of equipment (including parts and other merchandise) and/or services as identified in the applicable Order Documents. These Terms and Conditions reflect B&D’s standard commercial practices for the sale of equipment, parts, and services. Any modifications to or deviations from these Terms and Conditions or the Order Documents shall be valid only if expressly agreed to in a written document signed by authorized representatives of both parties. Any terms or conditions contained in Buyer’s purchase order or other documents, including Buyer’s standard terms and conditions of purchase or documents presented to B&D’s personnel, are hereby expressly rejected and shall have no force or effect, even if referenced in Buyer’s documents. Buyer’s acceptance of these Terms and Conditions shall be evidenced by any of the following: (i) written acceptance, (ii) issuance of a purchase order referencing B&D’s quotation or Order Documents, or (iii) receipt or acceptance of delivery of equipment, parts, or services. In the event of any conflict between these Terms and Conditions and the Order Documents, the terms set forth in the applicable quotation or written agreement issued by B&D shall control.

2. QUOTATIONS, PUBLISHED PRICES, AND PRODUCT INFORMATION – Quotations and other offers of sale automatically expire thirty (30) calendar days from the date issued unless otherwise stated in writing. B&D reserves the right to withdraw or modify any quotation or offer at any time prior to Buyer’s acceptance. Quotations and offers relating to custom equipment, parts, or services may rely on certain information and assumptions, including information provided by Buyer. If such information or circumstances change, B&D reserves the right to adjust pricing, specifications, and delivery terms accordingly. Published prices are not offers to sell and may be changed without notice. B&D reserves the right to modify equipment, parts, or service specifications at any time unless such specifications have been expressly agreed to in writing. Unless otherwise expressly stated in the applicable quotation or Order Documents, prices do not include taxes, shipping, packaging, handling, insurance, duties, inspection fees, permit fees, installation, or other costs or services. Certain charges, including but not limited to taxes, freight, and handling, may be included or excluded depending on the specific transaction, product availability, sourcing requirements, and delivery conditions as outlined in the applicable quotation. Additional charges may apply for expedited sourcing, emergency orders, or special delivery requirements. B&D reserves the right, in its sole discretion, to accept or reject any order. Order acceptance shall be evidenced by (i) a written order confirmation issued by B&D or (ii) commencement or execution of the order. Specific product characteristics, including but not limited to product weight, dimensions, value, return on investment, load, tolerance, and other technical data, are provided for informational purposes only and are not guarantees of performance unless expressly stated in writing. Buyer shall not disclose any quotations, pricing, specifications, or product information to any third party without B&D’s prior written consent.

4. TAXES – If applicable law requires B&D to collect any taxes, such taxes will be added to Buyer’s invoice and Buyer shall be responsible for payment unless Buyer provides B&D with a valid and applicable tax exemption certificate prior to invoicing. Buyer is responsible for ensuring that any exemption certificate provided is complete, accurate, and applicable to the transaction. If an exemption certificate is not provided in a timely manner, or is later determined to be invalid or inapplicable, Buyer shall remain responsible for all applicable taxes, including any interest, penalties, or additional assessments.

5. TERMS OF PAYMENT – Payment terms are as stated in the applicable quotation or Order Documents. Unless otherwise expressly stated in writing, all invoices are due upon receipt. Buyer shall not retain, delay, or set off any payment due to B&D under this contract for disputed claims, internal approval processes, or any other reason unless expressly agreed to in writing by B&D. B&D reserves the right to require deposits, progress payments, or prepayment prior to shipment, delivery, or commencement of services. B&D may suspend performance, delay shipment, or withhold release of equipment, parts, or services in the event of non-payment.

6. SHIPPING, HANDLING, AND DELIVERY – Shipping terms are as stated in the applicable Order Documents. Unless otherwise specified, all shipments are Ex Works (EXW). Delivery and service dates are estimates unless B&D expressly agrees in writing to a fixed date or schedule. B&D will use commercially reasonable efforts to meet estimated delivery and service dates; however, all such dates are subject to change based on production, material availability, logistics, and Buyer readiness. All delivery and service dates are conditioned upon B&D’s timely receipt of all necessary information, approvals, and payments. Risk of loss passes upon shipment (EXW unless otherwise agreed) or when the goods are made available for pickup, as applicable under the agreed shipping terms. Buyer is responsible for ensuring that the delivery site is prepared and suitable for receipt, installation, and operation of the equipment, including but not limited to space, utilities, access, and any required third-party services such as rigging or installation, unless otherwise expressly agreed in writing. If Buyer causes or requests a delay in shipment, delivery, or installation, B&D may store and handle the equipment, parts, or materials at Buyer’s risk and expense. Buyer shall be responsible for all associated costs, including but not limited to storage, insurance, handling, rescheduling, transportation, and any resulting additional labor or supplier charges. B&D may invoice Buyer for the unpaid portion of the contract price during such delay. B&D may make partial shipments. B&D shall not be responsible for shortages or damages unless Buyer notifies B&D promptly and retains all shipping containers and packing materials for inspection.

7. RETURNS – Equipment, or parts, that is engineered, modified, customized, or configured especially for Buyer cannot be returned unless there is a valid warranty claim and the equipment or part cannot be repaired. Buyer cannot return equipment that is altered, damaged, used, or previously installed. Unless B&D makes a shipping error or Buyer makes a valid warranty claim, unused off the shelf equipment may be returned only if Buyer contacts B&D for approval and return instructions prior to returning anything. At its discretion, B&D may charge Buyer a restocking fee for any return. B&D shall not be liable for delays caused by third-party contractors, including rigging or site preparation providers.

8. CANCELLATION – Orders may not be canceled without B&D’s prior written consent. Orders for custom, engineered, or project-based equipment are non-cancelable once accepted, except at B&D’s sole discretion. If cancellation is approved, Buyer shall be responsible for all costs and expenses incurred by B&D in connection with the order, including but not limited to engineering, design, materials, labor, and all commitments to suppliers and subcontractors, whether incurred or committed prior to or as a result of the order. Buyer shall also be responsible for a reasonable profit margin on work performed and committed, consistent with B&D’s standard business practices. Cancellation charges shall reflect the stage of the project at the time of cancellation. In no event shall the cancellation charge be less than fifteen percent (15%) of the total order value. B&D reserves the right to invoice Buyer for all applicable cancellation charges immediately upon notice of cancellation. B&D may cancel Buyer’s order or require advance payment if Buyer becomes insolvent, transfers assets for the benefit of creditors, or if B&D reasonably believes Buyer is unwilling or unable to meet its obligations. Deposits are non-refundable except as expressly agreed in writing.

9. CHANGES – Buyer may request changes to its order only with B&D’s prior written consent. All approved changes shall be documented in a written change order or other written agreement specifying any adjustments to price, scope, and delivery schedule. B&D reserves the right to adjust pricing, delivery timelines, and other commercial terms to reflect the impact of any approved changes, including but not limited to engineering modifications, material changes, field conditions, or installation requirements. If B&D has performed work, procured materials, or made commitments to suppliers or subcontractors in anticipation of or in connection with Buyer’s order, Buyer shall remain responsible for all associated costs, whether or not such work or materials are rendered unnecessary due to the requested change. Any delays or additional costs resulting from Buyer-requested changes, including changes in scope, specifications, site conditions, or scheduling, shall be the responsibility of Buyer.

10. SECURITY INTEREST – Buyer grants B&D a purchase money security interest in all equipment and goods purchased under this agreement, acknowledges the validity and enforceability of this grant and agrees not to challenge it. Buyer agrees to take all actions reasonably requested by B&D to perfect and protect B&D’s security interest, including the execution of any necessary documents. In the event of Buyer’s default, B&D shall be entitled to exercise any rights and remedies available under applicable law or in equity, including those available to a secured party. Title to equipment and goods shall remain with B&D until full payment is received.

11. WARRANTIES – Unless otherwise expressly stated in the applicable quotation or Order Documents, B&D warrants its equipment, parts, and services solely as set forth in this section. To the fullest extent allowed by law, B&D disclaims all other warranties, either express or implied (including without limitation warranties of merchantability or fitness for a particular purpose). These warranties may be transferred to a subsequent purchaser of the equipment only with B&D’s prior written consent. The following constitutes Buyer’s sole and exclusive remedies for any breach of this warranty.

A. EQUIPMENT – Unless otherwise expressly stated in the applicable quotation or Order Documents, equipment supplied by B&D is subject to the applicable manufacturer’s warranty. B&D will coordinate warranty support in accordance with the applicable manufacturer’s warranty.

C. SERVICE – B&D will perform services in a commercially reasonable manner consistent with generally accepted industry practices. Buyer must notify B&D in writing of any claimed nonconformity within thirty (30) days after completion of the services. B&D’s sole obligation with respect to any valid claim shall be, at its option, to re-perform the affected services or provide reasonable corrective guidance.

D. GENERAL – The foregoing warranties are subject to the following conditions:

(i) Consumables, accessories, normal wear and tear, wear parts, and perishable items are excluded from warranty coverage.

(ii) Warranty service requested outside of standard working hours may be subject to additional charges.

(iii) Warranties shall not apply to equipment, parts, or services that have been subjected to misuse, abuse, neglect, improper storage, improper operation, lack of maintenance, unauthorized installation or servicing, modification, or use in unsuitable environmental or operating conditions.

(iv) Warranties shall not apply to any equipment or components that have been altered, combined with, or used in conjunction with non-approved equipment, parts, or services.

(v) Equipment or components supplied by third-party manufacturers are covered solely in accordance with the applicable manufacturer’s warranty, as specified in the quotation or Order Documents.

(vi) Any repair or replacement performed by B&D shall not extend or renew the original warranty period.

(vii) Unless otherwise agreed in writing, all warranties are void if equipment is relocated outside the country of original delivery.

E. METHODS OF CORRECTION OF DEFECTS DURING WARRANTY – B&D may attempt to diagnose and address reported defects remotely, including by telephone or electronic means, prior to providing on-site service. Buyer shall follow all reasonable diagnostic and service procedures provided by B&D. B&D may require the return of equipment or parts for inspection, repair, or further evaluation. If on-site service is determined by B&D to be necessary, service will be scheduled subject to availability. If Buyer requests on-site service where the issue could reasonably have been resolved remotely, or if no defect is found for which B&D or the applicable manufacturer is responsible, Buyer shall be responsible for all associated labor, travel, and related costs. To the extent applicable, warranty service shall be performed in accordance with the manufacturer’s warranty and procedures. Failure by Buyer to utilize available remote diagnostic tools or follow B&D’s recommended procedures may result in delays and additional charges.

12. INDEMNITY – B&D shall indemnify and hold Buyer harmless from third-party claims for bodily injury or property damage to the extent directly caused by B&D’s gross negligence or willful misconduct in the performance of its services. B&D shall have no obligation to indemnify Buyer for any claims arising from:

Buyer’s acts or omissions
operation or use of the equipment
modifications or improper maintenance
site conditions or third-party actions

Buyer shall indemnify and hold B&D harmless from any claims, damages, or liabilities arising from Buyer’s use, operation, or maintenance of the equipment, except to the extent caused by B&D’s gross negligence or willful misconduct.

The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in its defense. The indemnifying party shall have the right to control the defense and settlement of such claim.

13. PATENT INFRINGEMENT – To the extent equipment or components supplied by B&D are subject to a claim of patent infringement, such claims shall be addressed in accordance with the applicable manufacturer’s terms and conditions. B&D shall have no obligation with respect to any claim of patent infringement arising from:

the design or manufacture of equipment or components supplied by third parties
modifications made by Buyer or third parties
the combination of equipment with other products or systems not supplied by B&D
Buyer’s specific requirements or application of the equipment

B&D will reasonably cooperate with Buyer in coordinating any applicable manufacturer response to such claims.

14. REGULATORY LAWS AND OR STANDARDS – B&D will perform its services in accordance with applicable laws and regulations. Equipment supplied by B&D may be subject to various laws, regulations, codes, and industry standards depending on the specific application and location of use. B&D makes no representation or warranty that the equipment will comply with all applicable laws, regulations, codes, or standards, except to the extent expressly stated in the applicable quotation or Order Documents or provided by the original manufacturer. Buyer is solely responsible for ensuring that the installation, integration, operation, and use of the equipment comply with all applicable laws, regulations, and standards, including any requirements specific to Buyer’s facility, processes, or products.

15. PRODUCT MANUALS – Buyer shall follow all installation instructions, product and system manuals, operating procedures, safety guidelines, and other documentation or specifications provided with the equipment or made available by B&D or the applicable manufacturer. B&D shall have no responsibility or liability, including warranty liability, for any damage, defect, or failure resulting from Buyer’s failure to follow such instructions, including improper installation, operation, maintenance, or use inconsistent with such documentation.

16. INTELLECTUAL PROPERTY – All intellectual property rights in and to the equipment, documentation, drawings, specifications, and related materials are and shall remain the property of the applicable manufacturer or B&D, as the case may be. Buyer shall not copy, reproduce, distribute, or disclose any such materials to third parties without prior written consent, except as necessary for the operation and maintenance of the equipment. No rights or licenses are granted to Buyer except the limited right to use the equipment and related documentation for its intended purpose.

17. DISCLAIMER OF DAMAGES –IN NO EVENT SHALL B&D BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF B&D HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Such damages include, but are not limited to:

loss of profits or revenue
loss of use of equipment or associated equipment
cost of substitute equipment or facilities
downtime costs
increased operating or construction costs
damage to reputation
loss of customers
claims of Buyer’s customers or contractors

B&D’s total liability arising out of or relating to this agreement shall not exceed the amount paid by Buyer for the specific equipment or services giving rise to the claim.

18. LIMITATION OF LIABILITY – B&D shall not be liable for any loss, claim, or damage to the extent caused by the acts or omissions of Buyer or any third party. In no event shall B&D’s total aggregate liability arising out of or relating to this agreement, or the equipment or services provided, exceed the amount paid by Buyer for the specific equipment or services giving rise to the claim. This limitation applies regardless of the form of action, whether in contract, warranty, indemnity, tort (including negligence), or otherwise. Any claim or action arising out of or relating to this agreement must be commenced within ninety (90) days from the earlier of (i) the date of delivery of the equipment or completion of the services, or (ii) the date Buyer knew or should have known of the facts giving rise to the claim.

19. NO RESPONSIBILITY FOR GRATUITOUS INFORMATION OR ASSISTANCE – Except in the case of fraudulent misrepresentation, B&D shall have no responsibility or liability for any information, assistance, or advice provided to Buyer that is not expressly required under this agreement or included within the scope of the applicable quotation or Order Documents. Buyer acknowledges that it relies on its own judgment in using any such information, assistance, or advice.

20. INSURANCE – Upon request, B&D will provide reasonable evidence of insurance showing its standard coverage, limits, and applicable sublimits. Buyer agrees to keep such information confidential. Additional insured status or other insurance-related accommodations may be provided upon request, subject to B&D’s review and approval, and may require additional cost or specific terms.

21. FORCE MAJEURE - Except for payment obligations of Buyer, neither party shall be liable for any delay or failure in performance to the extent caused by events beyond its reasonable control. Such events may include, but are not limited to: strikes, labor disputes, acts of God, war, terrorism, civil unrest, governmental actions, emergencies, shortages or unavailability of materials, supply chain disruptions, weather conditions, or changes in applicable law. The affected party shall provide prompt written notice of the force majeure event and use commercially reasonable efforts to resume performance as soon as practicable. If such delay continues for an extended period, the parties shall cooperate in good faith to adjust schedules, pricing, or other terms as appropriate.

22. EXPORT COMPLIANCE – Buyer agrees to comply with applicable export and trade laws and shall not export or re-export equipment purchased from B&D in violation of such laws. Buyer is responsible for obtaining any required approvals for export or use outside the country of delivery.

23. INTERPRETATION – If any provision of these terms and conditions is held to be invalid, illegal, or unenforceable under applicable law, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or, if not possible, severed, and the remaining provisions shall remain in full force and effect. B&D’s failure to enforce any provision of these terms and conditions shall not constitute a waiver of such provision or of the right to enforce it at any time in the future.

24. GOVERNING LAW AND PLACE OF JURISDICTION – This agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this agreement shall be brought exclusively in the state or federal courts located in Colorado, and the parties hereby consent to the jurisdiction of such courts. B&D reserves the right to bring an action against Buyer in any other court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

25. TRACEABILITY – Buyer shall maintain reasonable records necessary to identify and trace equipment purchased from B&D and shall cooperate with B&D in connection with any reasonable request relating to product safety, investigation, or corrective actions. Buyer shall promptly notify B&D of any known complaints, incidents, or safety concerns related to the equipment. In the event of a recall or other corrective action initiated by B&D or the applicable manufacturer, Buyer agrees to provide reasonable assistance, including identifying affected equipment and communicating with downstream users, as applicable.

26. PERSONAL DATA AND OTHER INFORMATION – B&D may collect and use limited business contact information of Buyer’s employees or representatives solely for purposes of performing its obligations under this agreement, including processing orders, arranging shipments, and providing services and support.

B&D will handle such information in accordance with applicable law and will not use or disclose such information except as reasonably necessary to perform this agreement or as required by law.

2026/04