Business Terms and Conditions of Sale

HAWKEN COMPONENTS

Effective Date: August 18, 2026

These Business Terms and Conditions of Sale (these “Terms”) govern all sales of Products by Hawken Components, LLC (“Seller” or “Hawken”) to the purchaser identified in the applicable Purchase Order (“Buyer”). These Terms govern all transactions in which Buyer submits a Purchase Order to Hawken for purchase of Products for resale, installation, incorporation into Buyer’s products, or other commercial use. By applying for dealer pricing through the Hawken website and/or submitting a Purchase Order, Buyer agrees to be bound by these Terms.

IMPORTANT NOTICE: THESE TERMS CONSTITUTE A LEGALLY BINDING AGREEMENT. BY SUBMITTING A PURCHASE ORDER OR ELECTRONICALLY ACCEPTING THESE TERMS, BUYER REPRESENTS THAT IT HAS READ, UNDERSTANDS, AND AGREES TO BE BOUND BY ALL PROVISIONS HEREIN. IF BUYER DOES NOT AGREE, BUYER MUST NOT SUBMIT A PURCHASE ORDER.

1. DEFINITIONS AND INTERPRETATION

As used in these Terms, the following capitalized terms have the meanings set forth below:

“Buyer” means the person or entity that submits a Purchase Order to Hawken for the purchase of Products.

“Confidential Information” means all non-public information disclosed by one party to the other in connection with these Terms or any Purchase Order, including without limitation pricing, technical specifications, product designs, manufacturing processes, customer lists, business plans, and financial information, whether disclosed orally, in writing, or by any other means.

“Delivery Date” means the estimated date on which Products are expected to be delivered to the carrier for shipment, as specified in Hawken's order acknowledgment or invoice.

“FlexRoute Products” means those Products designated by Hawken as FlexRoute products, which are subject to the additional use restrictions set forth in Section 9.

“Hawken” or “Seller” means Hawken Components, together with its successors and assigns.

“Installer/Service Company” means a Buyer that performs installation work for its own end customers using Hawken's Products and includes Hawken's Products in the parts invoice to such end customers.

“Intellectual Property” or “IP” means all patents, trademarks, service marks, trade names, trade dress, copyrights, trade secrets, know-how, designs, and all other intellectual property rights, whether registered or unregistered, and all applications and registrations therefor.

“Invoice” means the commercial document issued by Hawken to Buyer setting forth the Products sold, quantities, prices, and payment terms applicable to a Purchase Order.

“Hawken Products” means all goods, components, materials, and related items manufactured by Hawken, including without limitation transducer cables, clamps, ties, FlexRoute Products, and all related accessories and components manufactured by Hawken.

“Products” means, collectively, Hawken Products and Third-Party Products.

“Third-Party Products” means all third-party products, components, accessories, packaging, documentation, instructions, and related materials that Hawken may sell, distribute, or include with its Products. Buyer’s rights with respect to Third-Party Products are limited solely to use in accordance with the applicable third-party manufacturer’s documentation; Buyer shall not resell, redistribute, or sublicense any Third-Party Products without Hawken’s prior written authorization.

“Purchase Order” or “PO” means a written order submitted by Buyer to Hawken for the purchase of Products, specifying at minimum the quantity, description, and requested delivery of Products.

“Specifications” means the technical specifications, installation guidelines, safety requirements, and product documentation published by Hawken with respect to the Products, as updated from time to time.

“Warranty Period” means the period of thirty (30) days from the date of delivery of the applicable Products to Buyer.

2. ORDERING

2.1. Purchase Orders. All Purchase Orders are subject to written acceptance by Hawken. Hawken reserves the right to accept or reject any Purchase Order in its sole discretion and failure to respond to a Purchase Order shall not constitute acceptance. These Terms govern and control all sales made pursuant to a Purchase Order and supersede and replace any terms or conditions that Buyer purports to apply under any Purchase Order or similar document. Hawken expressly objects to and rejects any additional or different terms or conditions proposed by Buyer, whether contained in any Purchase Order, confirmation, acknowledgment, correspondence, or other document. Any such additional or different terms are deemed material alterations and are hereby rejected pursuant to UCC Section 2-207. No course of dealing, course of performance, or usage of trade shall serve to modify these Terms.

2.2. Order of Precedence. Buyer acknowledges that these Terms, together with Hawken's published Specifications and Safety & Compliance terms as amended from time to time, are incorporated by reference into every contract formed between the parties. For the avoidance of doubt, Hawken’s consumer-facing Product Terms and Conditions (governing Website and Amazon Marketplace purchases) are not incorporated into and have no application to transactions governed by these Terms. In the event of any conflict among documents, the following order of precedence shall apply (from highest to lowest priority): (i) these Terms; (ii) any written agreement signed by both parties that expressly modifies these Terms; (iii) Purchase Orders and Invoices accepted by Hawken (solely as to quantities, pricing, and delivery location — no other terms contained in a Purchase Order or Invoice shall have any force or effect); (iv) Hawken’s published Specifications; and (v) other policies posted on www.hawkencomponents.com.

2.3. Order Cancellation. Buyer may not cancel or modify any accepted Purchase Order without Hawken's prior written consent. Buyer shall be liable for all costs and expenses incurred by Hawken in connection with the order up to the date of cancellation or modification, including without limitation costs of materials, labor, and overhead. In the event Hawken consents to cancellation of an accepted Purchase Order for reasons other than Hawken's breach, Buyer shall pay a restocking fee equal to fifteen percent (15%) of the price of the cancelled Products.

3. PRICING AND PAYMENT

3.1. Prices. Product prices are as quoted in writing by Hawken and are valid for thirty (30) days from the date of quotation. Hawken reserves the right to change prices at any time upon notice to Buyer; provided that any price change shall not affect Purchase Orders already accepted by Hawken.

3.2. Payment Terms. Payment is due net thirty (30) days from the Invoice date. All payments shall be made in U.S. dollars by wire transfer, ACH, check, or such other method as Hawken may accept. For international transactions, Buyer acknowledges that it is responsible for any currency conversion costs, bank fees, and related charges; payments received in currencies other than U.S. dollars will be converted at the receiving bank’s exchange rate on the date of receipt, and any shortfall due to currency fluctuation shall be promptly paid by Buyer. Any amount not paid when due shall bear interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, whichever is less) until paid in full and Buyer shall reimburse Hawken for all costs of collection, including reasonable attorneys' fees. All prices are exclusive of applicable sales, use, excise, value-added, goods and services, customs, import duties, tariffs, and other taxes, duties, levies, and governmental charges of any kind, whether assessed in the United States or any other jurisdiction. Buyer is responsible for the payment of all such taxes and charges (other than taxes based on Hawken's net income), including without limitation any import duties, tariffs, customs fees, and brokerage charges assessed on Products shipped to international destinations. Buyer shall not set off, deduct, or withhold any amounts owed to Hawken under any Purchase Order for any reason.

3.3. Suspension of Shipments. Hawken may, in its sole discretion, suspend or cancel any pending shipments or refuse to accept any new Purchase Orders if Buyer's account is past due, if Buyer's credit standing becomes unsatisfactory to Hawken, or if Buyer fails to comply with any of these Terms. Such suspension shall not constitute a breach by Hawken.

4. SHIPPING AND DELIVERY

4.1. Shipping Terms. Unless otherwise agreed in writing, all shipments are FOB Origin (Hawken's facility). Title to and risk of loss of the Products shall pass to Buyer upon Hawken's delivery of the Products to the carrier at Hawken's shipping point. For shipments to destinations outside the United States, unless otherwise agreed in writing: (a) shipments shall be made EXW (Incoterms 2020) Hawken’s facility; (b) Buyer shall be responsible for all export formalities from the United States and all import formalities, customs clearance, duties, tariffs, taxes, and charges at destination; (c) Buyer shall be the importer of record; (d) Buyer shall provide all required import documentation, permits, and licenses; and (e) Hawken shall have no liability for delays caused by customs clearance or import processing.

4.2. Carrier Selection. Unless Buyer specifies a carrier in its Purchase Order, Hawken shall select the carrier in its reasonable discretion. Shipping and handling charges, insurance, and related costs shall be paid by Buyer and will be added to the invoice unless otherwise agreed.

4.3. Delivery Dates. All delivery dates and timeframes provided by Hawken are estimates only and do not constitute guaranteed delivery dates unless Hawken expressly states a guaranteed delivery date in a confirmed order. Hawken shall not be liable for any delays in shipment or delivery. Delay in delivery shall not entitle Buyer to cancel any order or refuse delivery.

4.4. Partial Shipments. Hawken reserves the right to ship orders in multiple shipments. Each shipment constitutes a separate delivery, and delay or failure of one shipment shall not affect the validity of any other shipment. Delay in delivery of any installment shall not entitle Buyer to cancel any other installment.

4.5. Claims for Shipping Damage. Claims for damage or loss in transit must be made by Buyer directly against the carrier. Buyer shall inspect all shipments upon receipt and note any visible damage on the carrier's delivery receipt. Hawken shall reasonably cooperate with Buyer in prosecuting claims against the carrier but shall have no liability for loss or damage occurring after delivery to the carrier.

5. INSPECTION, ACCEPTANCE AND REJECTION

5.1. Inspection. Buyer shall inspect all Products within five (5) business days following receipt (the “Inspection Period”). Buyer shall inspect the Products for conformity with the Purchase Order, these Terms, and applicable Specifications. If Buyer discovers any nonconformity or defect during the Inspection Period, Buyer shall provide Hawken with detailed written notice within such Inspection Period. The notice must identify the Purchase Order number, the Products affected, the specific nature of the nonconformity or defect, and any supporting documentation or photographs.

5.2. Acceptance. Buyer shall be deemed to have irrevocably accepted the Products if Buyer: (a) fails to provide written notice of rejection within the Inspection Period; (b) uses, resells, installs, or otherwise disposes of the Products; or (c) provides written notice of acceptance to Hawken.

5.3. Rejection and Return. If Buyer properly rejects Products in accordance with Section 5.1, Buyer shall hold the rejected Products at Buyer's facility, in their original packaging, pending Hawken's return instructions. Buyer shall not return any Products without first obtaining written consent from Hawken. Upon receipt of a valid notice of rejection, Hawken shall have the option, in its sole discretion, to: (a) with respect to Hawken Products, repair or replace the nonconforming Hawken Products at no additional charge to Buyer; (b) issue a credit to Buyer for the nonconforming Products; or (c) refund the purchase price paid for the nonconforming Products. With respect to Third-Party Products, Hawken’s sole obligation shall be to pass through any remedy available from the applicable third-party manufacturer in accordance with Section 6.2. Hawken's obligation to cure shall constitute Buyer's sole and exclusive remedy for nonconforming Products discovered during the Inspection Period.

6. LIMITED WARRANTY AND DISCLAIMER

6.1. Limited Warranty. This product is sold with the understanding that the Buyer will perform all necessary tests to determine the suitability of this product for the Buyer's intended application. Hawken warrants to Buyer that the Hawken Products shall be free from defects in materials and workmanship and shall substantially conform to Hawken's published Specifications applicable at the time of manufacture, in each case for the Warranty Period. This warranty extends only to the original Buyer and is not transferable. This warranty does not apply to Third-Party Products, which are subject solely to Section 6.2. In jurisdictions where mandatory statutory warranty rights apply that cannot be excluded or limited by contract, the statutory rights shall apply in addition to this limited warranty, and nothing in these Terms shall be construed to exclude or limit such statutory rights to the extent prohibited by applicable law. To the extent required by applicable law, Buyer may have rights in addition to those set forth herein.

6.2. Third-Party Products. With respect to Third-Party Products sold or distributed by Hawken, Hawken acts solely as a distributor and not as a manufacturer. Hawken’s sole obligation with respect to Third-Party Products is to pass through to Buyer any warranty provided by the third-party manufacturer to the extent such warranty is transferable. Hawken makes no independent warranty with respect to Third-Party Products and makes no representation or warranty regarding the quality, performance, fitness for a particular purpose, safety, or regulatory compliance of Third-Party Products. Hawken shall have no liability for defects in Third-Party Products beyond the pass-through of the applicable manufacturer’s warranty and shall not indemnify, defend, or hold Buyer harmless for any claims arising out of or relating to Third-Party Products. Buyer’s sole recourse for any claims related to Third-Party Products, including any third-party claims, shall be against the applicable third-party manufacturer. Buyer acknowledges that its license to use Third-Party Products does not include any right to resell, redistribute, or sublicense such Third-Party Products without Hawken’s prior written authorization.

6.3. Warranty Pass-Through for Resellers. Buyer that resells Products to downstream purchasers may communicate to such purchasers that the Products carry Hawken’s limited warranty as set forth in Section 6.1, provided that: (a) Buyer does not expand, modify, or supplement the warranty terms in any manner; (b) Buyer directs all warranty claims to Hawken for processing in accordance with Section 6.5; and (c) Buyer does not make any representations regarding warranty coverage that are inconsistent with these Terms. All warranty claims must be submitted by Buyer.

6.4. Warranty Exclusions. This warranty does not cover defects or failures resulting from: (a) misuse, abuse, neglect, accident, improper handling, abnormal operating conditions, or failure to follow Product instructions; (b) modification, alteration, repair or tampering by anyone other than Hawken; (c) improper installation, storage, care, maintenance, use or operation inconsistent with the Specifications or Product documentation; (d) exposure to conditions exceeding rated specifications; (e) use with unapproved third-party products or materials; (f) normal wear and tear, fading, discoloration, or cosmetic damage that does not affect functionality; (g) consumable parts or components designed to diminish over time; (h) Products where the serial number, date code, or identification markings have been removed, altered, or rendered illegible; (i) installation not performed by qualified personnel in accordance with Hawken’s published installation specifications and applicable codes; (j) damage arising from Buyer’s failure to pass through applicable use restrictions or safety warnings to downstream purchasers; or (k) Products purchased from unauthorized resellers, gray-market sources, or channels not authorized by Hawken.

6.5. Warranty Claims and Remedy. To make a claim, Buyer must notify Hawken in writing within the Warranty Period with the PO number, invoice number, and a description of the defect, and return the Product upon request (freight prepaid). Upon verification, Hawken shall, in its sole discretion, either (i) replace the defective Product with a new unit or (ii) issue a credit or refund. This constitutes Buyer's sole and exclusive remedy for breach of warranty. Replacements are warranted for the remainder of the original Warranty Period or thirty (30) days, whichever is longer.

6.6. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTY IN SECTION 6.1, THE HAWKEN PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HAWKEN DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. THIRD-PARTY PRODUCTS CARRY NO WARRANTY FROM HAWKEN WHATSOEVER, EXPRESS OR IMPLIED, OTHER THAN THE PASS-THROUGH WARRANTY DESCRIBED IN SECTION 6.2. NO ORAL OR WRITTEN STATEMENT BY HAWKEN SHALL CREATE AN ADDITIONAL WARRANTY. Nothing in these Terms excludes or limits any statutory rights that Buyer may have under applicable law that cannot be excluded or modified by contract. In jurisdictions where certain warranty exclusions or limitations are prohibited, the exclusions and limitations in this Section 6.6 shall apply to the fullest extent permitted by applicable law. Any statutory remedies that Buyer is entitled to are in addition to the remedies expressly provided in these Terms.

7. LIMITATION OF LIABILITY AND EXCLUSION OF CONSEQUENTIAL DAMAGES

7.1. EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL HAWKEN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS, REVENUE, BUSINESS, DATA, OR GOODWILL), ARISING OUT OF OR RELATED TO THESE TERMS OR THE PRODUCTS, REGARDLESS OF LEGAL THEORY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7.2. CAP ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, HAWKEN'S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS WITH RESPECT TO ANY PURCHASE ORDER SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY BUYER TO HAWKEN FOR THE HAWKEN PRODUCTS UNDER THE SPECIFIC PURCHASE ORDER GIVING RISE TO THE CLAIM. FOR THE AVOIDANCE OF DOUBT, HAWKEN SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY CLAIMS ARISING FROM OR RELATED TO THIRD-PARTY PRODUCTS, EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN SECTION 6.2.

7.3. Exclusions. The limitations set forth in this Section 7 shall not apply to (a) either party’s indemnification obligations; (b) liability arising from a party's willful misconduct, gross negligence, or fraud; (c) Buyer's payment obligations under these Terms; (d) death or personal injury caused by a party’s negligence (solely to the extent such liability cannot be limited by applicable law); or (e) any liability that cannot be limited or excluded under applicable law.

7.4. Essential Purpose. These limitations are an essential element of the bargain and apply even if any exclusive remedy fails of its essential purpose. Any claim arising under these Terms must be commenced within one (1) year after the cause of action accrues or is permanently barred.

8. INTELLECTUAL PROPERTY

8.1. Ownership. Hawken and/or its licensors (including owners of Third-Party Products) exclusively own all right, title, and interest in and to all Intellectual Property associated with the Products, including without limitation all patents, patent applications, trademarks, trade names, service marks, logos, trade dress, designs, copyrights, trade secrets, know-how, product configurations, packaging, marketing materials, website content, instructions, manuals, Specifications, and all other proprietary information and rights whether or not registered. Nothing in these Terms shall be construed as a transfer, assignment, or grant of any ownership interest in Intellectual Property to Buyer. Any suggestions, ideas, enhancement requests, or other feedback provided by Buyer to Hawken regarding the Products shall be the exclusive property of Hawken, and Buyer hereby assigns all right, title, and interest in any such feedback to Hawken.

8.2. Patent Notice. The Flexroute Product is protected by one or more United States patents, including U.S. Patent No(s).: 9,512,941; 9,791,072; D747,276; D747,275. Product packaging is marked in accordance with 35 U.S.C. § 287. Unauthorized making, using, offering for sale, selling, or importing of the Flexroute Product or any device embodying the patented invention may constitute patent infringement and may subject the infringer to liability for damages, injunctive relief, and attorneys’ fees.
8.3. Trademark Notice. Flexroute® is a registered trademark of Hawken Holdings, LLC, the use of which is licensed to Hawken. All rights are reserved. Buyer acknowledges that its limited license to use trademarks under Section 8.4 does not confer any ownership interest in such marks.

8.4. Limited License. Subject to Buyer's compliance with these Terms, Hawken grants to Buyer a non-exclusive, non-transferable, revocable license to (a) use Hawken Products solely for their intended purpose as described in the Product's included instructions and documentation; (b) resell Hawken-branded Products (excluding Third-Party Products unless separately authorized in writing) in the ordinary course of Buyer’s business through authorized channels in accordance with Section 9.5; and (c) use Hawken's trademarks and trade dress solely in connection with the authorized resale of Products and in accordance with Hawken's trademark usage guidelines as communicated from time to time. This limited license does not permit, and Buyer shall not, use any of the licensed trademarks, product name, or other Hawken’s marks in keyword advertising, metatags, or search engine optimization without prior written authorization. No other license, right, or interest in any Intellectual Property of Hawken or any third party is granted, whether by implication, estoppel, or otherwise. All rights not expressly granted herein are reserved by Hawken or, in the case of Third-Party Products, the applicable third-party owner.

8.5. Restrictions. Buyer shall not and shall not permit any third party to:

Remove, alter, obscure, or deface any patent notices, trademark notices, copyright notices, proprietary legends, labels, or identifiers on or accompanying any Product;
Reproduce, copy, duplicate, manufacture, or replicate any Product, Specifications, Product documentation, packaging, marketing materials or any component thereof;
Modify, adapt, alter, translate, or create derivative works based upon any Product or Hawken’s proprietary designs;
Disassemble, decompile, reverse engineer, or otherwise attempt to derive the source design, manufacturing process, composition, structure, or functionality of any Product;
Analyze, test, or examine any Product for the purpose of replicating its functionality, design, or features;
Circumvent, disable, or interfere with any security, authentication, or protective features of any Product;
Use Hawken's Intellectual Property in any unauthorized manner or in any manner that may dilute, tarnish, or bring into disrepute Hawken's marks or reputation;
Register or attempt to register any trademarks, domain names, or social media handles that are confusingly similar to Hawken's marks, or challenge, contest, or assist others in challenging the validity, enforceability, or ownership of any Intellectual Property of Hawken; or
Import, export, or facilitate gray-market distribution of any Product purchased from Hawken in violation of applicable law or Hawken's authorized distribution channels.

8.6. Product Listings and Marketing. Buyer shall accurately represent the Products in all marketing materials, product listings, and advertisements. Buyer shall not make any claims regarding the Products that are inconsistent with Hawken's published Specifications or marketing materials without Hawken's prior written consent. Buyer shall not use any Product images, descriptions, or marketing copy owned by Hawken except as expressly authorized in writing or made available through Hawken’s reseller portal (if any).

8.7. Co-Branding and Private Labeling Prohibited. Buyer may not: (a) package, repackage, or label any Products with Buyer’s own trademarks, trade names, trade dress, or branding (“Private Labeling”); (b) remove, obscure, or fail to display Hawken’s manufacturer identification on Products or Product packaging; (c) represent or imply that Buyer is the manufacturer or source of any Products; or (d) co-brand any Products with Buyer’s marks in a manner that suggests Buyer manufactured or produced the Products. In the event Hawken grants any written exception to the foregoing in its sole discretion, which consent may be revoked at any time for any or no reason, Buyer shall: (i) comply with all conditions specified by Hawken; (ii) ensure all packaging and marketing materials identify Hawken as the manufacturer to the extent required by applicable law; (iii) include all required safety warnings, use restrictions, and regulatory markings; and (iv) indemnify Hawken for all claims arising from Buyer’s Private Labeling activities, including without limitation claims based on consumer confusion, misrepresentation, product liability, or regulatory non-compliance.

8.8. Reporting. Buyer shall promptly report to Hawken any suspected infringement, counterfeiting, or unauthorized use of Hawken’s Intellectual Property that comes to Buyer’s attention in the course of Buyer’s business, including any unauthorized third-party sellers or gray-market activity.

9. PRODUCT USE RESTRICTIONS

9.1. FlexRoute Products. FlexRoute Products are subject to the specific use restrictions, limitations, and disclaimers set forth herein and in the Specifications, as amended from time to time. Buyer acknowledges that it has reviewed and agrees to comply with all such restrictions. Buyer shall not remove, obscure, alter, or deface any safety labels, warnings, compliance markings, or regulatory notices affixed to or accompanying the Products.

9.2. Pass-Through Obligations. Buyer shall ensure that all use restrictions, safety warnings, product disclaimers, and limitations applicable to the Products (including without limitation those for FlexRoute Products) are communicated to and binding upon all downstream purchasers, end users, and customers of Buyer. Buyer shall include all applicable use restrictions and disclaimers in its own terms of sale, product documentation, and marketing materials.

9.3. Installation Requirements. If Buyer is performing installation of Products, Buyer shall: (a) follow Hawken's published installation specifications and guidelines in all respects; (b) use only qualified and trained personnel for installation; (c) ensure that installations comply with all applicable building codes, electrical codes, and industry standards; and (d) not modify Products in any manner inconsistent with the Specifications without Hawken's prior written consent.

9.4. Prohibited Uses. Buyer shall not use or sell Products for any application or purpose that is prohibited by Hawken's product documentation, Specifications, Safety & Compliance terms, or applicable law. Buyer shall immediately notify Hawken if Buyer becomes aware of any unauthorized or dangerous use of Products by any downstream purchaser or end user.

9.5. Authorized Resale Channels. Buyer shall resell Products only through its legitimate retail or installation channels in the ordinary course of Buyer’s business. Buyer shall not sell or distribute Products through third-party marketplaces, gray-market channels, or in any manner that may diminish the reputation or value of Hawken’s brand. Products resold by Buyer through unauthorized channels shall not be covered by Hawken’s warranty or product support obligations.

10. RESERVED

11. COMPLIANCE WITH LAWS

11.1. General Compliance. Each party shall comply with all applicable federal, state, local, and foreign laws, regulations, ordinances, and orders in connection with its performance under these Terms.

11.2. Buyer Additional Compliance. Buyer is solely responsible for ensuring that its resale, distribution, and marketing of Products complies with all applicable laws and regulations in the markets in which Buyer operates, including without limitation consumer protection laws, product labeling requirements, advertising standards, and import/export regulations. All Buyers performing installation of Products for commercial purposes shall ensure compliance with all applicable safety codes, building codes, electrical codes, and industry standards. Buyer shall obtain all necessary permits, licenses, and approvals required for the installation, use, or resale of Products in its jurisdiction.

11.3. Export and Import Controls. Buyer shall comply with all applicable export and import control laws and regulations, including the U.S. Export Administration Regulations (EAR), any applicable U.S. sanctions programs, and all applicable export and import control laws of any other jurisdiction in which Buyer operates or to which Products are exported, re-exported, or transferred. Buyer shall not export, re-export, or transfer any Products, directly or indirectly, to any country, entity, or person prohibited by applicable export control laws without obtaining all required governmental authorizations. Buyer represents that it is not located in, under the control of, or a national or resident of any country subject to comprehensive U.S. sanctions, and is not identified on any U.S. or international denied party lists.

11.4. Product Recalls and Safety Notices. In the event Hawken issues a product recall, safety notice, or corrective action with respect to any Products, Buyer shall: (a) immediately cease sale and distribution of the affected Products; (b) cooperate fully with Hawken in effectuating the recall or corrective action, including providing customer contact information to the extent permitted by law; (c) follow Hawken’s instructions regarding disposition of recalled Products in Buyer’s possession or control; and (d) use commercially reasonable efforts to notify its downstream purchasers and end users of the recall or safety notice.

12. CONFIDENTIALITY

12.1. Confidential Information. Each party acknowledges that, in connection with these Terms, it may receive Confidential Information of the other party. Without limiting the generality of the definition in Section 1, Confidential Information includes, with respect to Hawken: pricing schedules, discount structures, customer lists, product designs, technical specifications, manufacturing processes, formulations, business strategies, financial information, and any other information designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

12.2. Obligations. The receiving party shall: (a) maintain the confidentiality of the disclosing party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care; (b) not disclose such Confidential Information to any third party without the disclosing party's prior written consent; and (c) use such Confidential Information solely for the purpose of performing its obligations or exercising its rights under these Terms.

12.3. Exceptions. The obligations in Section 12.2 shall not apply to information that: (a) is or becomes publicly available without breach of these Terms; (b) was in the receiving party's possession prior to disclosure by the disclosing party without restriction on disclosure; (c) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information; or (d) is disclosed pursuant to a valid order of a court or governmental agency, provided that the receiving party provides prompt prior written notice to the disclosing party (to the extent permitted by law) and cooperates in seeking a protective order.

12.4. Return or Destruction. Upon termination of the business relationship or upon the disclosing party's written request, the receiving party shall promptly return or destroy all Confidential Information and all copies thereof, and shall certify such return or destruction in writing.

12.5. Survival. The obligations of confidentiality set forth in this Section 12 shall survive termination of these Terms for a period of three (3) years except for trade secrets, which shall survive in perpetuity.

13. INDEMNIFICATION

13.1. Indemnification by Buyer. Buyer shall indemnify, defend, and hold harmless Hawken and its officers, directors, managers, members, employees, contractors, representatives, agents, affiliates, successors, assigns, licensors, and suppliers, from all claims, demands, actions, causes of action, losses, liabilities, damages, judgments, settlements, penalties, fines, costs, and expenses (including reasonable attorneys' fees and costs of litigation) arising out of or related to: (a) Buyer's resale, marketing, or distribution of Products; (b) modification or combination of Products by or at the direction of Buyer; (c) misuse of Products by Buyer or any downstream purchaser; (d) failure to pass through required use restrictions, safety warnings, or disclaimers to downstream purchasers or end users; (e) installation not performed in accordance with Hawken’s Specifications or applicable codes; (f) personal injury, death, or property damage arising from Buyer’s improper installation, storage, handling, or use of the Products; (g) Buyer's breach of these Terms; (h) any claim arising from Buyer’s unauthorized resale or redistribution of Third-Party Products; (i) Buyer’s violation of any applicable law in connection with the resale, distribution, or installation of Products or failure to comply with import requirements; (j) any third-party claim arising from Buyer's acts or omissions, except to the extent directly caused by a defect in the Product as manufactured by Hawken; (k) any claim arising from use of Buyer’s trademarks, trade names, or branding in connection with the Products, including claims based on consumer confusion, misrepresentation, false advertising, or failure to properly identify the manufacturer; or (l) Buyer’s failure to comply with applicable product labeling, consumer protection, or regulatory requirements in connection with Buyer’s packaging, marketing, or sale of Products.

13.2. Indemnification by Hawken. Hawken shall indemnify and defend Buyer against any third-party claim (a) that a Hawken Product as delivered by Hawken infringes a valid U.S. patent, copyright, or trademark (“IP Claim”); or (b) for personal injury or property damage to the extent directly caused by a defect in a Hawken Product as manufactured and delivered by Hawken, provided the Hawken Product was used or installed in accordance with Hawken’s Specifications and Buyer has complied with all pass-through and safety obligations under these Terms. Hawken shall have no obligation to indemnify Buyer with respect to Third-Party Products. The obligation to indemnify shall not apply to the extent a claim arises from: (i) modification of a Hawken Product by anyone other than Hawken; (ii) combination with non-Hawken products or technology; (iii) use or installation inconsistent with Hawken's Specifications or any other failure to follow the Specifications; or (iv) Buyer's failure to use the most current version made available by Hawken. If a Hawken Product becomes subject to an IP Claim, Hawken may, at its option: (i) procure for Buyer the right to continue selling the Hawken Product; (ii) modify or replace the Hawken Product to make it non-infringing; or (iii) accept return and refund the purchase price (less a reasonable use allowance).

13.3. Procedures. The indemnified party shall give prompt written notice, grant the indemnifying party sole defense and settlement control (no settlement imposing obligations on the indemnified party without its consent), and provide reasonable cooperation at the indemnifying party's expense. Late notice does not relieve the indemnifying party except to the extent of actual prejudice.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1. Governing Law. These Terms shall be governed in all respects by the substantive laws of the State of Nevada and where applicable, the laws of the United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded. Each of the parties hereby irrevocably submits to the jurisdiction of the courts of the State of Nevada, County of Washoe and of the United States District Court in the District of Nevada. In the event any dispute arises between the parties, the parties agree that the given dispute shall exclusively be resolved in a court of competent jurisdiction located in Washoe County, Nevada. The parties agree that this is a mandatory forum selection clause. The choice of Nevada law and exclusive forum selection set forth in this Section 14 shall apply regardless of Buyer’s location or the location of performance. The parties acknowledge that these provisions have been negotiated and agreed upon, and Buyer waives any objection based on lack of personal jurisdiction, inconvenient forum, or improper venue. If any court or tribunal in Buyer’s jurisdiction declines to enforce the exclusive forum selection, the parties agree that proceedings may alternatively be brought in any court of competent jurisdiction in the United States. The parties acknowledge that this agreement involves international commerce and that the choice of law and forum provisions are reasonable given the nature of the transactions.

14.2. Each of the parties hereby submits to the jurisdiction of the courts of the State of Nevada, County of Washoe and of the United States District Court in the District of Nevada. In the event any dispute arises between the parties, the parties agree that the given dispute shall exclusively be resolved in a court of competent jurisdiction located in Washoe County, Nevada. The parties agree that this is a mandatory forum selection clause.

14.3. Waiver of Jury Trial. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS, THE PRODUCTS, OR THE TRANSACTIONS CONTEMPLATED HEREUNDER. This waiver applies to proceedings in courts of the United States and does not affect the applicability of these Terms in jurisdictions that do not provide for jury trials.

14.4. Attorneys' Fees. In any action or proceeding to enforce or interpret these Terms, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party, in addition to any other relief to which the prevailing party may be entitled.

14.5. Equitable Relief. Nothing in this Section 14 shall prevent either party from seeking injunctive or other equitable relief from any court of competent jurisdiction to prevent irreparable harm pending resolution of a dispute.

15. TERM AND TERMINATION

15.1. Term. These Terms shall apply to each individual Purchase Order accepted by Hawken and shall remain in effect with respect to such Purchase Order until all obligations of the parties thereunder have been fully performed unless earlier terminated as set forth herein.

15.2. Termination. Either party may terminate any outstanding Purchase Order upon written notice to the other party if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach in reasonable detail. Hawken may terminate any or all outstanding Purchase Orders immediately upon written notice if Buyer: (a) becomes insolvent or unable to pay its debts as they become due; (b) files or has filed against it a petition in bankruptcy or for reorganization; (c) makes an assignment for the benefit of creditors; (d) has a receiver, trustee, or liquidator appointed for a substantial part of its assets; or (e) undergoes a change of control.

15.3. Effect of Termination. Upon termination: (a) Buyer shall pay Hawken for all Products shipped and all work performed prior to the effective date of termination; (b) all licenses granted hereunder shall immediately terminate; and (c) Buyer shall immediately cease all use of Hawken's trademarks and Intellectual Property.

15.4. Survival. The following provisions shall survive any termination or expiration of these Terms: Sections 1 (Definitions), 6.6 (Disclaimer of Warranties), 7 (Limitation of Liability), 8 (Intellectual Property), 12 (Confidentiality), 13 (Indemnification), 14 (Governing Law and Dispute Resolution), and 16 (Miscellaneous), together with any other provisions that by their nature are intended to survive.

16. MISCELLANEOUS

16.1. Severability. If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if modification is not possible, shall be severed from these Terms. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions, which shall continue in full force and effect.

16.2. No Waiver. No failure or delay by either party in exercising any right, power, or remedy under this Agreement shall operate as a waiver thereof. No single or partial exercise of any right shall preclude any other or further exercise thereof or the exercise of any other right. Any waiver must be in writing and signed by an authorized representative of both parties to be effective.

16.3. Modifications. Hawken reserves the right to modify these Terms from time to time. Modifications will be posted on www.hawkencomponents.com and will apply to Purchase Orders submitted after the effective date of the modification. Buyer’s submission of a Purchase Order after the effective date of a modification constitutes acceptance of the modified Terms.

16.4. Assignment. Hawken may freely assign, transfer, or delegate these Terms or any of its rights or obligations hereunder without notice to or consent of Buyer. Buyer may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without the prior written consent of Hawken. Any purported assignment in violation of this Section is void.

16.5. Force Majeure. Hawken shall not be liable for any failure or delay in performance arising or resulting from causes or circumstances beyond its reasonable control, including without limitation acts of God, natural disasters, epidemics or pandemics, war, terrorism, riots, embargoes, civil unrest, government actions, sanctions, labor disputes, strikes, supply chain disruptions, shortages of materials or energy, carrier delays, utility failures, cyberattacks, or any other events beyond Hawken's reasonable control.

16.6. Notices. All notices required or permitted under these Terms shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by nationally recognized overnight courier; (c) sent by certified mail, return receipt requested; or (d) sent by email (with confirmation of receipt), in each case addressed to the parties at the addresses set forth in the applicable Purchase Order or such other address as a party may designate in writing.

16.7. Relationship of Parties. The relationship of the parties is that of independent contractors. Nothing in these Terms shall be construed to create a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party shall have authority to bind the other or to incur any obligation on behalf of the other.

16.8. Electronic Acceptance; Binding Effect. Buyer acknowledges and agrees that these Terms may be accepted electronically, including by: (a) clicking “I Agree,” “Accept,” or a similar button; (b) checking a box indicating acceptance; (c) submitting a Purchase Order after being presented with these Terms; or (d) any other electronic action designated by Hawken as constituting acceptance. Such electronic acceptance constitutes a valid and enforceable agreement under the Electronic Signatures in Global and National Commerce Act (E-SIGN Act), 15 U.S.C. § 7001 et seq., and the Uniform Electronic Transactions Act (UETA) as adopted in Nevada (NRS 719.010 et seq.), or for transactions with Buyers located outside the United States, under applicable local electronic signature laws. The parties intend that electronic acceptance shall be valid and enforceable to the fullest extent permitted by applicable law in the relevant jurisdiction. Buyer consents to receive all communications from Hawken electronically and agrees that electronic communications satisfy any legal requirement that such communications be in writing. Buyer represents that the individual accepting these Terms has authority to bind Buyer.

16.9. Privacy and Data. Buyer’s provision of information to Hawken in connection with these Terms is governed by Hawken’s Privacy Policy as posted here: Privacy Policy. Buyer consents to Hawken’s collection, use, and processing of Buyer’s business contact information and order data for purposes of administering the commercial relationship, fulfilling orders, and communicating regarding Products and services.

16.10. Entire Agreement. These Terms, together with any Purchase Order accepted by Hawken (solely as to quantities, pricing, and delivery location) and the documents expressly incorporated herein by reference, constitute the entire agreement between the parties with respect to the sale of Products. These Terms supersede all prior and contemporaneous agreements, understandings, negotiations, proposals, representations, and discussions, whether oral or written, between the parties. No terms or conditions contained in any Purchase Order, acknowledgment, invoice, or other document issued by Buyer shall be binding on Hawken, regardless of Hawken’s failure to object thereto. Hawken’s consumer-facing Product Terms and Conditions, Amazon Marketplace terms, and any other consumer-facing terms are expressly excluded from, and shall not form part of, any agreement between Hawken and Buyer under these Terms.

16.11. Contact Information

For questions, concerns, warranty claims, or return requests, contact Hawken at:

HAWKEN COMPONENTS

 Hawken Components LLC
3495 Lakeside Drive
#232
Reno, NV 89509
info@hawkencomponents.com

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