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Terms and Conditions of Sale

Rely Innovations, Inc.

STANDARD TERMS AND CONDITIONS OF SALE

THE FOLLOWING STANDARD TERMS AND CONDITIONS OF SALE SHALL GOVERN THE ENTIRE RELATIONSHIP BETWEEN RELY INNOVATIONS, INC. (“RELY”) AND PURCHASER INCLUDING, BUT NOT LIMITED TO ALL NEGOTIATIONS, PURCHASE ORDERS, ACCEPTANCES, SALES, AND DELIVERIES. NO TERM OR CONDITION OR OTHER UNDERSTANDING, ORAL, OR WRITTEN, IN ANY WAY PROPOSING TO VARY, ALTER, EXPAND, OR MODIFY UPON THESE STANDARD TERMS AND CONDITIONS OF SALE, WHETHER CONTAINED IN PURCHASER’S PURCHASE ORDER OR ELSEWHERE, SHALL BE BINDING ON RELY, IT’S SUCCESSORS OR ASSIGNS, UNLESS AGREED UPON IN WRITING AND SIGNED BY RELY.

  1. WARRANTIES, EXCLUSIVE REMEDIES, AND LIMITATIONS ON DAMAGES: Rely’s warranty as to goodsis

limited to the written warranty it provides to the end user of its Products which guarantees against defects inmaterials and workmanship for a specified period of time. Purchasers other than the end user acknowledge that neither this nor any other warranty, express or implied, have been made to them by Rely other than the Productssold by Rely pursuant to the purchase order will conform to the size, model, and quantity of the goods set forth inthe purchase order. Purchasers other than the end user agree to cooperate with Rely in providing Rely’s warrantyto the ultimate end user of the Product. Purchasers are not authorized to, and shall not, change, extend, or modifythe warranty that Rely supplies to the ultimate end user of the Product in any manner.

THE FOREGOING IS IN LIEU OF ALL OTHER WARRANTIES, BOTH EXPRESS AND IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Except as specifically stated in these Standard Terms and Conditions of Sale, remedies with respect to any Product manufactured or sold by Rely, or with respect to any alleged breach of or default under these Standard Terms and Conditions of Sale (including any breach of warranty), shall be limited exclusively to the rightof replacement or repair of the Product at Rely’s sole discretion. In no event shall Rely be liable forconsequential or special damages of any nature that may arise in connection with the Product or any breach ordefault under these Standard Terms and Conditions of Sale.

To the extent permitted by Law, the aggregate liability of Rely hereunder whether in contract, tort (includingnegligence) or otherwise, will be limited to the purchase price of the Product. However, the forgoing limitationdoes not limit the liability of Rely for third party claims for injury to, or death of a person, arising from the grossnegligence of Rely or an alleged defect in the Product.

  1. ACCEPTANCE OF PURCHASE ORDERS: Rely shall have no obligation, nor shall Rely be bound, with respect to any purchase order, unless the purchase order has been accepted by Rely. At its sole discretion, Rely may elect to reject any purchase order submitted by the Purchaser.
  1. PAYMENT TERMS: Unless otherwise stated or agreed upon in writing by Rely, standard payment terms for Product are Cash in advance or Net 30 with approved credit. Payments made with a credit card are subject to a 3% processing

 

  1. PRODUCT LEAD TIME: Unless otherwise stated, or agreed upon in writing by Rely, standard leadtimes (order entry to shipment) for Product shall not be less than four (4) business days.
  1. PACKAGING, CONFIGURATION, LABELING: Unless otherwise agreed to in writing by Rely, Product shall be packaged for shipment on a standard 40×48 Standard pack configuration for all Product shall be master pack and all Product shall include Rely’s standard labeling.
  1. SHIPMENT: Shipment of all Product shall be FOB Origin Freight Collect Rely’s facility Nettleton,
  1. DELIVERY AND FORCE MAJEURE: Shipping dates provided by Rely are estimates only, and Rely in no way guarantees that ordered Product will be shipped in accordance with estimated shipping schedules. Under no circumstances shall Rely be liable for any loss, damage, or delay due to any cause beyond its reasonable control, including, but not limited to, acts of government, terrorism, strikes, lockout,other labor disputes, fire, explosion, theft, weather damage, flood, earthquake, riot, civil commotion, war, or any act of God.
  1. PRICE CHANGE NOTIFICATION: Unless otherwise agreed to in writing by Rely, prices for all Productare subject to change by Rely without notice and orders calling for future delivery will be billed according to theprice in effect at the time the Product is shipped from Rely’s
  1. PRICE QUOTATIONS: Written price quotations are effective only if obtained from Rely. All price quotations shall automatically expire thirty (30) calendar days from the date issued and are subject to earliertermination by notice at any time during the thirty (30) day
  1. CANCELLATIONS, MODIFICATIONS, AND RETURNS: Once placed, purchase orders may be cancelled or modified by the Purchaser only with the written consent of If such consent is given and apurchase order is cancelled or modified, the Purchaser shall reimburse Rely for all expenses (as determined by Rely in its sole discretion) incurred prior to such cancellation.

Product may be returned only with a prior written return material authorization (“RMA”) obtained from Rely and all product returned via RMA must be in original product packaging and be less than one (1) year oldfrom the date of manufacture. All Product returned via RMA shall be subject to a 30% restocking fee. All Productreturned pursuant to an RMA shall be shipped FOB to Rely’s facility.

  1. FILL RATES: Unless otherwise agreed to in writing by Rely, Rely does not commit to specific fill
  1. TRADEMARKS AND TRADE NAMES: Purchaser acknowledges that all brand names, logos, andtrademarks incorporated onto or associated with the Products (collectively, the “Rely Marks”) purchased hereunder and the Rely trade name are and remain the exclusive property of Rely. Purchaser understands that Purchaser does not acquire any rights in any of the Rely Marks or trade names by purchasing the products Purchaser will not: a) attach any additional trademarks or trade names to the products sold by Rely hereunder, or b) remove or alter or overprint any of the Rely marks or trade names provide hereunder. Purchaser shall not make any use of the Rely Marks at any time except as otherwise authorized inwriting by Rely.

 

  1. PROPRIETARY INFORMATION/NON-DISCLOSURE: Purchaser acknowledges that any knowledge or information, including prototypes, designs, drawings, and data, which Rely may have disclosed to Purchaser inconnection with the order of the Products shall, at all times, remain the exclusive property of Rely, and Purchaser shall acquire no interest in, or rights with respect to such proprietary information. Purchaser further acknowledges that such proprietary information constitutes a valuable, special, and unique business asset ofRely and Purchaser will not now or at any time in the future use any such information in any manner or discloseany such information in any manner or disclose any such information in any manner to any person or entity,except as expressly permitted in writing by Rely.
  1. CUSTOM PRODUCTS/SKUS: Purchase Orders may only be submitted for existing Products and Purchaser may not submit Purchase Orders for custom products or new SKUs without the express written consent of Rely.
  1. DEFAULT, REMEDIES AND TERMINATION: In the event that Purchaser fails to make payment whendue for Products shipped to it, or otherwise breaches any provision of these Standard Terms and Conditions of Sale, Purchaser shall be liable for any loss suffered by Rely by reason of such breach including but not limited to, costs of collection, attorney’s fees, loss of Rely’s profits, and additional freight, storage, and handling costs. In such event, Rely, at its sole discretion, may also terminate the Purchase Order, require that any shipment of Product be made O.D., demand cash in advance prior to filling any orders and place the Purchaser on credit hold. The above listed remedies are cumulative and in addition to any other remedies available to Rely at law or equity for the failure to pay for Products sold hereunder.
  1. INDEMNIFICATION: Purchaser shall indemnify, defend and hold Rely harmless from and against any and all third party claims, losses, liabilities and expenses (including without limitation, attorney’s fees) arising from the Products sold hereunder and where the sole basis of the third party claim is the alleged willful or negligent wrong doing of the
  1. GOVERNING LAW: These Standard Terms and Conditions of Sale shall be governed andinterpreted in accordance with the laws of the State of Wisconsin. The state courts of Wisconsin and the U.S. District Court for the Western District of Wisconsin shall have exclusive jurisdiction with respect to any and all claims made
  1. ASSIGNMENTS: Purchaser may not assign or transfer any of its rights or duties under these Standard Terms and Conditions of Sale without the written consent of Rely. Rely may, in its sole discretion, assignor transfer any or all of its rights or duties hereunder to any person or entity, including without limitation anyaffiliate or
  1. SEVERABILITY: In the event any provision of these Standard Terms and Conditions of Sale should beheld unenforceable by a court of competent jurisdiction, such court is hereby authorized to amend such provision so that it will be enforceable to the greatest extent permitted by law, and all remaining provisionsshall continue in full force and effect without being affected, impaired, or invalidated
  1. WAIVER: Any failure by Rely to enforce any provision of these Standard Terms and Conditions ofSale shall not be construed as a waiver of its rights thereafter to enforce each and every provision
 
 
August 31, 2026