Sale of Goods Terms and Conditions

1. Applicability.

(a) These Sale of Goods Terms and Conditions (the “Agreement”) governs any sale of goods (the “Goods”) by Kittrich Corporation or any of its affiliated entities, including but not limited to Kittrich LLC, Mission Series Inc., 26 California Wholesale, American Consumer Products Corp, and Inkology LLC (“Seller”) to the undersigned customer (“Buyer”) during the term of this agreement.

(b) The Agreement, together with any documents incorporated therein by reference such as an order confirmation or an invoice issued by Seller, constitutes the sole and entire agreement of the parties with respect to any sale of Goods, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral, with respect to the subject matter. The Agreement expressly limits Buyer’s acceptance to the terms of this Agreement. The Agreement terms prevail over any terms or conditions contained in any other documentation and expressly exclude any of Buyer's general terms and conditions of sale or any other document issued by Buyer in connection with any order.

2. Delivery.

(a) The Goods will be delivered within a reasonable time after the receipt of Buyer's purchase order, subject to availability of the Goods. Delivery dates given by Seller are estimates only and are subject to shipping variations and requirements. Seller shall not be liable for any delays, loss, or damage in transit.

(b) Unless otherwise agreed in writing by the parties, Seller shall deliver the Goods to Seller’s location (the “Delivery Point”) using Seller's standard methods for packaging and shipping such Goods. Buyer shall be responsible for all loading costs and provide equipment and labor reasonably suited for receipt of the Goods at the Delivery Point. Buyer is responsible for fees associated with not taking timely delivery of the Goods, such as storage fees.

(c) Seller may, in its sole discretion, without liability or penalty, make partial shipments of Goods to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of Buyer's purchase order.

3. Title and Risk of Loss. Title and risk of loss pass to Buyer upon delivery of the Goods to the Delivery Point. As collateral security for the payment of the purchase price of the Goods, Buyer hereby grants to Seller a lien on and security interest in and to all of the right, title, and interest of Buyer in, to, and under the Goods, 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 California Uniform Commercial Code.

4. Cancellation of Order; Order Changes; Rush Order; Backorders.

(a) Cancellation or Reduction of an Order. Should Buyer wish to cancel or reduce the quantity of an order, Buyer must provide written notice via email of such cancellation at least ten (10) calendar days prior to the anticipated shipping date for any cancelled product(s) in the order. Should Buyer fail to provide such timely prior written notice, the order may not be cancelled and shall be shipped by Seller and paid for by Buyer in accordance with the order. Should Buyer fail to provide such timely prior written notice of cancellation, but Seller is still able to stop the shipment of the order, Buyer shall pay a cancellation fee of twenty percent (20%) of the Buyer’s purchase price of the Goods that were not timely cancelled plus the cost of any prepaid freight, storage, and related charges. If Buyer does provide timely prior written notice of cancellation, such cancellation must be approved in writing via email by Seller before the cancellation is valid and finalized.

(i) Custom Orders and Large Orders. A “Custom Order” is an order for Goods that have been customized to Buyer’s specifications. A “Large Order” is an order for Goods in an amount greater than five thousand dollars ($5,000 USD). Should Buyer wish to cancel or reduce the quantity of a custom order or large order, upon receipt of Buyer’s request to cancel or reduce the quantity of such order, Seller shall respond with available options for Buyer. Additional notice time is required for cancellation or changes to custom orders and large orders, and the timelines will exceed the amount outlined above.

(b) Rush Order. Should Buyer require a rush order (shipment of Goods within three (3) business days of receipt of purchase order notification), Seller shall charge an additional fee for fulfillment of the rush order if Seller is able to fulfill the order. Sale of Goods Agreement – Terms and Conditions 2

5. Inspection.

(a) Buyer shall inspect the Goods within five (5) calendar days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods (as defined below) during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by Seller. “Nonconforming Goods” means only the product shipped is different than identified in the order.

(b) If Buyer timely notifies Seller of any Nonconforming Goods, Seller shall, in its sole discretion, (i) replace such Nonconforming Goods with conforming Goods, or (ii) credit or refund the Price for such Nonconforming Goods, together with any reasonable third-party shipping and handling expenses actually incurred and paid by Buyer in connection therewith. Buyer shall ship, at its expense and risk of loss, the Nonconforming Goods to Seller’s facility. If Seller exercises its option to replace Nonconforming Goods, Seller shall, after receiving Buyer’s shipment of Nonconforming Goods, ship to Buyer, at Buyer’s expense and risk of loss, the replaced Goods to the Delivery Point.

(c) Buyer acknowledges and agrees that the remedies set forth in Section 6(b) are Buyer’s exclusive remedies for Nonconforming Goods. Except as provided under Section 6(b), all sales of Goods to Buyer are made on a one-way basis and Buyer has no right to return Goods purchased under this Agreement to Seller.

6. Price.

(a) Buyer shall purchase the Goods from Seller at the prices (the “Prices”) set forth in Seller’s published price list in force as of the date of the purchase order.

(b) All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes.

7. Payment Terms.

(a) Buyer shall pay Seller all invoiced amounts due within thirty (30) days after the date of Seller’s invoice. All payments hereunder shall be in US dollars and made by the payment method specified on the invoice. Seller reserves the right to require prepayment in its sole discretion.

(b) Payment Discounts. To be eligible for any payment discount, Buyer must comply with due date requirements for payments.

(c) Buyer shall pay interest on all late payments at the highest rate permissible under applicable law. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees. In addition to all other remedies available under this Agreement or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the delivery of any Goods if Buyer fails to pay any amounts when due hereunder and such failure continues for five (5) days following written notice thereof. Buyer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Seller, whether relating to Seller’s breach, bankruptcy, or otherwise.

8. Returns. Seller may allow Buyer to return Goods under limited circumstances. Buyer must obtain Seller’s prior written authorization before Buyer may return Goods for any reason. In the event of any return, Seller shall charge a restocking fee of twenty percent (20%) of the Buyer’s purchase price of the Goods being returned. Before shipping any goods back to Seller, Buyer shall contact Seller to get a return authorization. Goods shipped back to Seller without a return authorization shall not be accepted by Seller.

9. Allowances.

(a) Quantity Tolerance. Seller may deliver a five percent (5%) over or under the exact ordered quantity without breaching the Agreement. Further, Buyer must accept and pay for the delivered amount at the standard price of the Goods if Seller delivers a quantity of Goods within the quantity tolerance. Buyer shall not assess a “short-delivery” penalty or “extra quantity” penalty.

(b) Trade Allowances. Trade allowances must be agreed upon in writing between the parties. Trade allowances not agreed upon in writing will not be honored. If Buyer does become eligible for any trade allowance, Buyer must make any deductions to amounts owed to Seller within twelve (12) months of the circumstances giving rise to the trade allowance occur. Buyer forfeits any trade allowances taken outside that twelve (12) month period. Sale of Goods Agreement – Terms and Conditions 3

10. Compliance with Law. Seller is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Seller has and shall maintain in effect all the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under the Agreement.

11. Termination. Buyer may terminate this Agreement, in whole or in part, at any time with or without cause for undelivered Goods on thirty (30) calendar days’ prior written notice to Seller. If either party becomes insolvent, is generally unable to pay, or fails to pay, its debts as they become due, 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, then the other party may terminate the Agreement upon written notice to the other party..

12. Amendment and Modification. Except for Section 2(b), this Agreement may only be amended or modified in a writing which specifically states that it amends this Agreement and is signed by an authorized representative of each Party.

13. Waiver. No waiver by any party of any of the provisions of the Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure or delay in exercising any right, remedy, power, or privilege arising from the Agreement shall operate or be construed as a waiver thereof.

14. Confidential Information. All non-public, confidential, or proprietary information of the Buyer, including, but not limited to, trade secrets, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic, or other form or medium, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with the Agreement is confidential, may only be used for the purpose of performing the Agreement and may not be disclosed unless authorized by Buyer in writing. Upon Buyer’s request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Seller at the time of disclosure; or (c) rightfully obtained by the Seller on a non-confidential basis from a third party. The existence of a business relationship between Buyer and Seller is confidential, and Seller represents and warrants that it will not advertise or otherwise use business transactions with Buyer to promote its business or for other marketing purposes.

15. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement, when and to the extent such party's (the “Impacted Party”) failure or delay is caused by or results from the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; and (e) embargoes or blockades in effect on or after the date of the Agreement. The Impacted Party shall give notice within two (2) business days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of ten (10) calendar days following written notice given by it under this Section 20, the other party may thereafter terminate the Agreement immediately upon written notice.

16. Assignment. Seller shall not assign, transfer, or delegate any of its rights or obligations under the Agreement without the prior written consent of Buyer. Any purported assignment or delegation in violation of this Section 21 shall be null and void. No assignment or delegation shall relieve the Seller of any of its obligations hereunder. Buyer may at any time assign, transfer, or delegate any or all of its rights or obligations under the Agreement without Seller's prior written consent.

17. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

18. No Third-Party Beneficiaries. The Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing in the Agreement, express or implied, is intended to or shall confer upon any other individual or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of the Agreement.

19. Dispute Resolution.

Before commencing arbitration, the parties shall attempt in good faith to resolve any dispute by negotiation between executives with authority to settle the dispute, who shall meet within fifteen (15) days after a written request for such a meeting. If the dispute is not resolved within thirty (30) days after such meeting request, either party may commence arbitration.

Any claim, dispute, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof (including the determination of the scope or applicability of this agreement to arbitrate) which cannot be resolved Sale of Goods Agreement – Terms and Conditions 4 through good faith discussions between the parties, shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules then in effect, except as modified herein. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction.

The seat and venue of arbitration shall be Los Angeles, California, and the arbitration hearings shall take place in Los Angeles, California, unless the parties agree otherwise in writing. The arbitrator shall apply the substantive law of the State of California, without regard to its conflicts of laws principles.

The arbitration shall be conducted before one (1) neutral arbitrator who will be appointed/assigned by AAA. The parties agree that: (a) the arbitration shall be conducted in English; (b) the arbitrator shall have the authority to order reasonable discovery, including depositions, document production, and interrogatories, proportionate to the needs of the case; (c) the arbitrator shall issue a reasoned, written award stating the essential findings and conclusions; and (d) to the fullest extent permitted by applicable law, the arbitration shall be kept confidential, including the existence of the arbitration, all materials submitted, and the award, except to the extent necessary to prepare for or conduct the arbitration, to enforce or challenge the award in court, or as otherwise required by law.

The arbitrator shall allocate the AAA administrative fees, arbitrator compensation, and the costs of the arbitration between the parties as the arbitrator deems appropriate. Each party shall bear its own attorneys’ fees and costs, except that the arbitrator may award attorneys’ fees, costs, and expenses to the prevailing party if authorized by this Agreement or applicable law. The parties shall share equally any hearing room fees unless otherwise ordered by the arbitrator.

A party initiating arbitration shall do so by serving a written demand for arbitration on the other party and filing the demand with the AAA, with a copy of this arbitration provision. Notices shall be delivered in accordance with Section 26 of this Agreement.

20. Cumulative Remedies. The rights and remedies under each Agreement are cumulative and not exclusive, and the exercise by either party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the parties, or otherwise. Notwithstanding the foregoing, the parties intend that, if Buyer terminates the Agreement in accordance with Section 17, Seller's sole and exclusive remedy is the right to payment for the Goods received and accepted.

21. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth in the Purchase Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), email (with confirmation of receipt), or certified or registered mail (return receipt requested, postage prepaid). Except as otherwise provided in the Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.

22. Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

23. Survival. Subject to the limitations and other provisions of the Agreement: (a) the representations and warranties of the parties contained in the Agreement shall survive its expiration or earlier termination; and (b) the following provisions, as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of the Agreement: Warranties, General Indemnification, Intellectual Property Indemnification, Compliance with Laws, Confidentiality, Dispute Resolution, and Survival. With respect to confidential information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 19 hereof shall survive the expiration or earlier termination of the Agreement until, if ever, such confidential information loses its trade secret protection other than due to an act or omission of Seller.