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<br />Q-101897 <br />2 <br /> <br /> <br /> <br /> <br />Terms and Conditions <br />This Quote is presented to you by NWN Corporation (“NWN”) and Carousel Industries of North America, LLC (“Carousel”) (collectively, “NWN Carousel’). <br />The pricing contained in this Quote is valid for thirty (30) days from the date of issue. Applicable taxes and freight charges will be applied to the final <br />invoice and Customer shall be billed in accordance with the terms outlined above. For purposes of calculating Taxes, Customer’s location will be set to <br />Customer’s service address or billing address (if the service address is unknown) unless Customer specifically notifies NWN Carousel in writing that it <br />intends to use the services at another/additional valid physical location(s). NWN Carousel reserves the right to reject any request to treat an alternative <br />physical location as Customer’s service address if NWN Carousel discovers that the address is invalid or otherwise inaccurate. If NWN Carousel must pay <br />for any additional Taxes, Imposition and associated interest and/or penalties arising from Customer’s provision of erroneous location data, Customer shall <br />promptly reimburse NWN Carousel for the same within fourteen (14) days of demand by NWN Carousel. Further, Customer shall be responsible for <br />notifying NWN Carousel in the event of any change to service address(s). The payment frequency set forth above details the timing and amount of the <br />charges due under this Quote. One-Time Product charges, including hardware and software, will be invoiced in full at time of shipment. Where applicable, <br />unless Customer notifies NWN Carousel in writing at least ninety (90) days prior to the subscription renewal date, Customer’s subscription term will <br />automatically renew on annual terms. This Quote and any applicable Products or Services purchased hereunder are subject to either (i) the applicable <br />mutually executed Master Products and Services Agreement or Master Services Agreement that authorizes the purchase(s) herein between NWN <br />Carousel and Customer; or (ii) where NWN Carousel and Customer have not executed such an agreement, the terms and conditions set forth at the NWN <br />Master Agreement or Carousel Master Agreement, located at https://nwncarousel.com/master-agreement/ shall apply (the online terms and conditions <br />and the applicable agreement shall each be deemed the “Agreement”). This Quote is additionally subject to the applicable: (i) service descriptions set <br />forth at https://nwncarousel.com/service-descriptions, (ii) the third party terms set forth at https://nwncarousel.com/third-party-eula-tos-warranty/, and <br />(iii) the compliance policies and terms set forth at https://nwncarousel.com/compliance/ and such terms are incorporated by reference into this Quote. <br />For the avoidance of doubt, in the event of any conflict between the terms of this Quote and the Agreement, the terms of the Agreement shall prevail. To <br />the extent the name of the Agreement does not correspond with those referenced above but authorizes Customer to purchase Products or Services from <br />NWN Carousel, those agreements shall additionally be deemed Agreements for the purposes of this Quote. Any terms not defined in this Quote shall be <br />set forth in the Agreement. Unless otherwise prohibited, in the event a product return by Customer triggers NWN Carousel’s vendors to impose <br />restocking fee(s) to process such return, NWN Carousel may, in its sole discretion, impose equivalent restocking fee(s) on customer. <br />In the event Customer does not execute this Quote and only places a Purchase Order, such Purchase Order is deemed acceptance of the terms of this <br />Quote and any additional or different terms in such Purchase Order will not bind NWN Carousel without its written consent to amend the terms of the <br />Quote. Provided no additional or different terms are contained in a Purchase Order, NWN Carousel may reject a Purchase Order in its sole discretion <br />within two (2) business days from its receipt and after which time such Purchase Order is deemed accepted (an “Accepted Purchase Order”). In the event <br />Customer chooses to place a Purchase Order rather than signing this Quote, the date of the Accepted Purchase Order shall be considered the Effective <br />Date. <br /> <br /> <br />DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD