Standard Terms and Conditions

1. Terms and Conditions, Purchase and Work Orders. These Kraken Motorsports LLC (“Company”) Standard Terms and Conditions or any modified version then in effect at the time of order (as hereinafter defined) (these “Terms”) govern all Orders and other communications sent by the undersigned customer to the Company for automotive equipment (the “Products”) as well as any services the Company may provide to customer (the “Services”). The Company’s performance hereunder and provision of any Products or Services to Customer is strictly limited to the terms and conditions contained herein, and the Company hereby expressly rejects any additional or different terms proposed by customer at any time. These Terms may only be varied for a specific accepted Order by written agreement expressly referencing these Terms and specifically identifying any such variance to these Terms. All requests for Products or Services must be made by written order. The Company is not obligated to accept any Order. For purposes of these Terms, “Order” means any current, in process, or future request for Products or Services made by a customer to the Company, as confirmed by the Company.

2. Fees and Payment. Payment of any applicable deposit is due prior to services being performed or Products being delivered. All other payments must be made promptly following the Company’s request therefor (or as otherwise mutually agreed between the Company and Customer); provided, however, the Company reserves the right in its sole discretion to require full payment in advance. Notwithstanding anything herein to the contrary, payment of all outstanding amounts is required prior to delivery of finished Products. The customer is responsible for any taxes, duties or government levies resulting from the sale of Products or the provision of Services hereunder, excluding any taxes on the Company’s income. The Company reserves the right to charge interest on all late amounts at the rate of the lesser of (1) eighteen percent (18%) per annum or (2) the highest permissible rate of interest under applicable law, until all amounts owed to the Company have been paid in full. The Company reserves the right to suspend or terminate any Order if the customer’s account is in arrears. Customer must promptly review each invoice and raise any objections in writing within ten (10) days of the invoice date or such objections will be deemed to have been waived. CUSTOMER IS NOT ENTITLED TO OFFSET OR DEDUCT FROM ANY AMOUNTS DUE AND PAYABLE TO THE COMPANY ANY DISPUTED AMOUNTS OR AMOUNTS CUSTOMER ALLEGES ARE OWED FROM THE COMPANY.

3. Independent Contractor. In the performance of any Services, it is mutually understood and agreed that the Company is at all times acting and performing as an independent contractor with, and not as an employee or joint venture of, the customer.

4. Termination. An applicable Order will remain in effect until the earlier of (1) completion of the Services and/or delivery of the finished Product; and (2) the time at which such order is terminated by either party on written notice to the other party. Upon expiration, termination, or cancellation of an applicable Order for any reason, the customer shall pay the Company within ten (10) days of such expiration, termination, or cancellation the following costs and charges as calculated by the Company: (1) fees for all Services already rendered by the Company prior to expiration, termination, or cancellation and (2) any other costs incurred by the Company in connection with the order prior to expiration, termination, or cancellation (including reimbursable expenses for products or parts already ordered, if any). Upon any expiration or termination, all rights and duties of customer and the Company toward each other shall cease except that this Article 4 (Termination), and Article 5 (Representations and Warranties; Indemnity), Article 6 (Limitation of Liability), and Article 8 (Miscellaneous) will survive termination or expiration of the applicable order in accordance with their terms.

5. Representations and Warranties; Indemnity.

A. Company’s Representations as to the Products. The Company shall have no obligation to honor or otherwise provide any warranty whatsoever for parts or products purchased from any third party and/or customer, or otherwise provided by or made available by the customer. Product defect claims must be referred to the product manufacturer. With respect to Products manufactured by the Company, the Company warrants to customer that, for a period of six (6) months from the date of delivery of Products to Customer, such Products will conform to the Company’s published specifications in effect as of the date of delivery and will be free from material defects in material and workmanship. This limited warranty does not apply to damages to Products caused by oil starvation.

B. Company’s Representations as to the Services. The Company represents and warrants to the customer that it shall perform the Services in a good and workmanlike manner in substantial conformity with these Terms, or as otherwise mutually agreed by the parties in writing, and with the same level of service and degree of care, skill, prudence, quality, and efficiency as provided in connection with its own projects.

C. No Other Warranties. The Company expressly disclaims any warranty beyond the obligations in Sections 5. A and 5. B. above or as may otherwise be specified in any written warranty provided by the company to the customer. Except as otherwise set forth herein, the Products and the Services are provided “as-is” and with all faults, without warranty of any kind, either expressed or implied, including without limitation the implied warranties of merchantability or fitness for a particular purpose.