3DGS Terms and Conditions of Sale (Rev. 08/2026)

1. Scope: These Terms and Conditions of Sale (“Terms”), as may be updated from time to time, govern the sale of products (“Products”) by 3D Glass Solutions, Inc. and its affiliates (collectively, “3DGS”) and the party listed on the ordering documentation that You used to place an order with 3DGS (“You” or “Your”). Except to the extent You have a written, signed, separate agreement with 3DGS governing the purchase and sale of Products, these Terms supersede any previous communications, representations or agreements between the parties regarding the sale of Products. Any changes to these Terms must be agreed to in writing by an authorized 3DGS representative. 3DGS expressly rejects any of Your terms and conditions. By placing an order for Products or receiving or paying for the Products, You are deemed to have accepted these Terms upon placing such order.

2. Prices: All prices are invoiced in U.S. Dollars and are subject to adjustment on account of specifications, quantities, shipment arrangements or other conditions. At any time prior to delivery, 3DGS reserves the right to adjust prices, in which event, 3DGS will use reasonable commercial efforts to notify You of the adjustment. Prices are exclusive of any applicable tax, customs, duty or similar charge imposed by any public authority, the payment of which shall be Your sole responsibility regardless of whether 3DGS invoiced You. Invoiced amounts are subject to increase by the amount of any such tax, tariff, duty or fee that 3DGS pays or collects upon sale or delivery of the Products. You, at Your expense, shall obtain any certificate of exemption or similar document or proceeding required to exempt the sale of Products from sales or use tax liability.

3. Terms of Payment: All payments shall be made in U.S. Dollars unless otherwise agreed in writing. Terms are net thirty (30) days from the date of invoice. 3DGS reserves the right, in its sole discretion, to revoke any credit extended to You. 3DGS will issue invoices on delivery, and if deliveries are shipped in installments, each shipment shall be invoiced and paid when due without regard to other scheduled deliveries. Overdue payments shall be subject to finance charges computed at a periodic rate of 1.5% per month (18% per year) or the maximum amount allowable by law, whichever is less. Amounts You owe shall be paid without set-off for any amounts that You may claim are owed by 3DGS and regardless of any other controversies that may exist. You grant to 3DGS a security interest in the Products and proceeds therefrom as security for Your performance of all Your obligations. Payment shall be made for the Products without regard to whether You have made or will make any inspection of the Products.

4. Shipment: Any shipment or delivery dates provided by 3DGS are estimates only. 3DGS reserves the right to: (i) make shipments in installments, (ii) make shipments on or after Your requested ship date as and when Product is available, and (iii) allocate production and deliveries among its customers in its sole discretion under any circumstances. 3DGS will confirm electronically or in writing, and amend as appropriate, the shipment schedule. You shall designate a carrier of Your choice in writing at time of order. The carrier will be deemed to be acting as Your agent and all claims for damage to, or loss of, Products must be filed by You with the carrier. Under no circumstances shall 3DGS be liable to You for any delay either in shipment or in delivery. Delay in shipment or delivery will not relieve You of Your obligation to pay for Products or to accept any deliveries.

5. Delivery, Title and Risk of Loss: Except as otherwise stated in these Terms or agreed by the parties in writing, Products will be shipped Ex Works (Incoterms 2020) from 3DGS’s or its agent’s or subcontractor’s facilities (“Delivery Point”). Notwithstanding the foregoing, 3DGS will obtain any necessary and applicable export licenses. For the avoidance of doubt, title and risk of loss of, or damage to, the Products shall pass to You upon 3DGS’s delivery of Products to the Delivery Point. Unless otherwise agreed by the parties in writing, products held or stored by 3DGS, at Your request or due to Your failure to accept delivery, shall be at Your sole risk, and You shall pay 3DGS’s expenses associated with holding or storing the Products. You shall indemnify and hold harmless 3DGS from and against all losses, demands, claims, damages, costs, expenses and liabilities suffered or incurred (“Claims”) by 3DGS, resulting from a delay or failure by You in meeting Your obligations under the Ex Works Incoterm 2020, and 3DGS shall have no liability to You for any non-delivery of the Products.

6. Cancellation, Rescheduling, Returns and Modifications: (i) Except for orders for NCNR products, no cancellations or reschedules will be accepted within 45 days of the estimated shipping date as confirmed by 3DGS (i.e., the “goods issue date” or “GID”). Any request for order cancellation or rescheduling must be made electronically or in writing and approved electronically or in writing by an authorized agent of 3DGS, and 3DGS reserves the right to impose charges on You. You shall not return any Products for any reason without issuance of a Return Material Authorization (RMA) number by 3DGS; and (ii) no cancellations or reschedules will be accepted on orders for NCNR products.

7. Product and Production Changes and Discontinuation: 3DGS reserves the right to make Product and/or production changes in accordance with 3DGS product change policy. 3DGS reserves the right to discontinue manufacturing and selling Products at any time. In the event of a discontinuation, 3DGS will use reasonable commercial efforts to give You prior notice of the discontinuation and to accept last-time-buy (“LTB”) orders in accordance with 3DGS’s product discontinuation process. LTB orders cannot be cancelled nor rescheduled.

8. Source Inspection: Source inspection by You or Your customer must be mutually agreed in writing at the time of ordering and is subject to reasonable charges and safety and security conditions. You shall indemnify and hold harmless 3DGS from any and all Claims alleged by You, Your agent or Your customer resulting from personal injury, including death or loss or damage of property occurring during, or in connection with, any visit to any facility of 3DGS.

9. Software: 3DGS may deliver software (“Software”) to You. Software includes all types of software, including without limitation software that is bundled with a Product, embedded in a Product, or separately delivered from Products (by download, email, ftp or other means). Software use is subject to its own separate terms and conditions as set forth in the applicable software license (“License Terms”). Unless License terms state otherwise, Software is provided to You “as is” without any representation, warranty, defense obligations, indemnity or liability of any kind.

10. Evaluation Board or Kit Purchases: If You purchase an evaluation board or kit, You shall use the evaluation board or kit for evaluation purposes only. Any evaluation board or kit is provided “as is” without any representation, warranty, defense obligations, indemnity or liability of any kind.

11. Services: Unless otherwise provided in a separate agreement between 3DGS and You, where 3DGS provides services, including but not limited to training, development, porting, optimizing, debugging, integration or support in connection with the Products (“Services”), the manner and means used to perform the Services are at the sole discretion and control of 3DGS. All Services shall be performed at 3DGS’s designated facilities unless otherwise mutually agreed in writing. Services will be provided on a time and materials basis at 3DGS’s then current hourly rates or at such rates as the parties mutually agree in writing. 3DGS will invoice You on or after the date of performance of the relevant Services. All title to all intellectual property rights created by or on behalf of 3DGS in performing Services shall vest in 3DGS and/ or its Affiliates, including without limitation intellectual property rights created by 3DGS in the design, development and manufacture of custom Products and no transfer of title to, or license in favor of, You of any intellectual property rights used by or on behalf of 3DGS in the provision of Services shall occur.

12. Warranty

a. Scope: Except as otherwise provided, 3DGS warrants to You that for one (1) year from the date of shipment, each standard Product will be free of defects in materials or workmanship and will conform to specifications in 3DGS’s published data sheets or applicable user manuals for 3DGS’s system products. For non-standard Products, such as unpackaged Glass Substrate dice or wafers (“Unpackaged Product”) custom-designed goods, 3DGS warrants to You that for three (3) months from the date of shipment: (i) the Products will conform to the applicable 3DGS specification and be free of defects in material and faulty workmanship; and (ii) any related services will be of a professional quality conforming to generally accepted industry standards and practices. Notwithstanding anything to the contrary, the warranty in this Section shall not apply to any Product identified as a non-conforming, pre-production version, prototype, pre-release sample, sample, reference design, evaluation board or kit, or similar designation or otherwise not having passed all stages of full production acceptance as solely determined by 3DGS, or to any services, or to any products (or portion thereof) supplied or licensed by a third party (for which any warranty or services, if any, will be provided by the original manufacturer and not by 3DGS).

b. Warranty Limitation: For Unpackaged Product, 3DGS’s Product warranty shall be limited to the good dice (as noted in the accompanying Wafer map) or the individually sold die. You assume full responsibility to ensure compliance with the appropriate handling, assembly and processing of Products (including, as applicable, proper die preparation, die attach, backgrinding, singulation, wire bonding and related assembly and test activities), and compliance with all guidelines provided in the applicable 3DGS specifications. 3DGS assumes no responsibility for environmental effects on Products or for any activity of You or a third party that damages the Products due to improper use, abuse, negligence, improper installation, accident, loss, damage in transit, or unauthorized repair or alteration by a person or entity other than 3DGS, and 3DGS assumes no responsibility for improper backgrinding or improper singulation of Unpackaged Products. Except as expressly provided in these Terms, You shall assume responsibility for all warranty issues with respect to Your customers and end users.

c. Warranty Remedy: 3DGS’s sole liability and responsibility for Products under this warranty is for 3DGS, at its discretion, to repair or replace any Product that is returned to it by You or credit Your account for the returned Product, provided that 3DGS shall have the right to reject any remedy where 3DGS determines that the warranty does not apply. Product returned to 3DGS for warranty service will be shipped to 3DGS at Your expense and will be returned to You at 3DGS’s expense. 3DGS’s obligation to honor its warranty for a Product is contingent upon receipt of payment in full for the Product.

d. Warranty Disclaimer: TO THE FULLEST EXTENT PERMITTED BY LAW AND EXCEPT AS OTHERWISE PROVIDED, ALL PRODUCTS AND SERVICES ARE PROVIDED “AS IS” AND 3DGS EXPRESSLY EXCLUDES AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. LABELING ON PRODUCTS AND PACKAGING IS INTENDED SOLELY FOR COMPLIANCE WITH APPLICABLE LAW, AND 3DGS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, THAT ARISE FROM SUCH LABELING OTHER THAN AS REQUIRED BY APPLICABLE LAW. IN NO EVENT SHALL 3DGS BE RESPONSIBLE UNDER ITS WARRANTY FOR ANY DEFECT THAT IS NOT CAUSED BY 3DGS OR A PARTY UNDER 3DGS’S CONTROL, STATIC DISCHARGE, MISUSE OF A PRODUCT OR MISTREATMENT OF A PRODUCT. NOR SHALL 3DGS HAVE ANY RESPONSIBILITY FOR: (i) PRODUCTS THAT HAVE BEEN ALTERED OR MODIFIED; (ii) DEFECTS OR FAILURES CAUSED BY NONCOMPATIBILITY OF THE PRODUCTS WITH OTHER COMPONENTS USED BY YOU; OR iii) NONSTANDARD PRODUCTS, EVALUATION BOARDS, KITS OR PRODUCTS PURCHASED OR ACQUIRED THROUGH UNAUTHORIZED CHANNELS. THE WARRANTY OF REPLACEMENT PRODUCTS SHALL TERMINATE WITH THE WARRANTY OF THE ORIGINAL PRODUCT. THE WARRANTIES AND REMEDIES SET FORTH IN THIS SECTION SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THE PRODUCTS PROVIDED UNDER THESE TERMS

13. Your Responsibilities: You agree to accept responsibility for the selection of Products and use of and results obtained from any equipment, programs or services not provided by 3DGS and used in connection with Products. You agree not to, or cause a third-party to, directly or indirectly, modify, reverse engineer, decompile, disassemble or create any derivative works of any Products provided to You. You further warrant that You are buying Product for Your own internal use and not for individual or commercial resale and further acknowledge that You are prohibited from reselling Product to any other third party. Any such sale voids all warranties provided herein and cancels any software license. If 3DGS determines that You are reselling Product, 3DGS, at its sole discretion, may cancel any quote or existing order and may refuse to accept any new order. You also agree to not access, monitor, copy or compare any content, specifications, or product details using any automated means, including any artificial intelligence tools.

14. Limitations of Liability: TO THE MAXIMUM EXTENT PERMITED BY LAW, IN NO EVENT SHALL 3DGS BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR OTHER INDIRECT DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE DAMAGES, IN EACH CASE WHETHER DIRECT OR INDIRECT DUE TO ANY CAUSE WHATSOEVER, WHETHER BASED UPON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF 3DGS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NO SUIT OR ACTION SHALL BE BROUGHT AGAINST 3DGS MORE THAN ONE YEAR AFTER THE RELATED CAUSE OF ACTION HAS ACCRUED. FURTHER, THE TOTAL LIABILITY OF 3DGS TO YOU AND/OR ANY OTHER PARTY FROM ANY AND ALL LAWSUITS, CLAIMS, OR ACTIONS, IN THE AGGREGATE, SHALL NOT EXCEED THE AGGREGATE AMOUNT ACTUALLY PAID BY YOU TO 3DGS FOR THE SPECIFIC PRODUCTS (AS IDENTIFIED BY PART NUMBER) SOLD UNDER THE ORDER SHIPMENT(S) AT ISSUE WITHIN THE PRIOR TWELVE (12) MONTHS THAT GAVE RISE TO THE LAWSUIT, CLAIM, OR ACTION. THE EXISTENCE OF MULTIPLE CLAIMS RELATED TO THE SAME PRODUCT AT ISSUE SHALL NOT ENLARGE OR EXTEND THIS LIMIT. 3DGS’S EXPRESS WARRANTY TO YOU AND THE INTELLECTUAL PROPERTY INDEMNITY DESCRIBED HEREIN, WHICH ARE SOLELY FOR YOUR BENEFIT AND NO OTHER PARTY, CONSTITUTE 3DGS’S SOLE LIABILITY AND YOUR SOLE REMEDY WITH RESPECT TO THE PRODUCTS, AND ARE IN LIEU OF ALL OTHER WARRANTIES, INDEMNITIES, LIABILITIES AND REMEDIES. UNLESS OTHERWISE EXPRESSLY PROVIDED IN A WRITING SIGNED BY BOTH PARTIES, 3DGS DOES NOT INDEMNIFY, NOR DOES IT HOLD YOU HARMLESS, AGAINST ANY LIABILITIES, LOSSES, DAMAGES AND EXPENSES (INCLUDING ATTORNEY’S FEES) RELATING TO ANY CLAIMS WHATSOEVER, INCLUDING WITHOUT LIMITATION, CLAIMS FOR PERSONAL INJURIES, DEATH OR PROPERTY DAMAGE RELATING TO THE PRODUCTS SOLD UNDER THESE TERMS.

15. Use in Life Support and Other Critical Applications: Products sold by 3DGS under these Terms are not designed, intended, warranted or approved for use in life support, implantable medical devices, transportation, military, nuclear, safety or other equipment where malfunction of the Product can reasonably be expected to result in personal injury, death, severe property damage or severe environmental harm. You represent and warrant that You will use appropriate safeguards to minimize potentially dangerous consequences associated with Product failure. Notwithstanding the foregoing, if You use or sell Products in critical applications, You do so at Your own risk, and You agree to defend, indemnify and hold harmless 3DGS from any and all Claims resulting from such use.

16. Intellectual Property Rights Indemnity:

a. 3DGS agrees to defend You against a claim that a Product delivered directly to You from 3DGS or authorized distributors infringes a valid and enforceable United States patent or a United States copyright (“IP Claim”) and indemnify You against any damages arising from such IP Claim that are finally awarded to a third party by a court of competent jurisdiction, or agreed to in a settlement approved by 3DGS in writing. The defense and indemnity obligations are conditioned upon (a) You promptly advising 3DGS of any such IP Claim or related action, (b) You providing 3DGS with sole control of the defense and settlement of any such IP Claim or related action, (c) You providing 3DGS with all information and assistance reasonably requested by 3DGS to defend or settle any such IP Claim, and (d) You having a full paid and current account and not being in breach of the terms of these Terms. 3DGS shall not be responsible for any settlement or compromise made without its prior written consent.

b. If at any time use of a Product is the subject of a IP Claim or, in the opinion of 3DGS, is likely to become the subject of an IP Claim, 3DGS shall have the right, but not the obligation, at its sole option and expense, to either procure for You the right to continue using the Product, replace or modify the Product so that it becomes non-infringing or accept the return and grant You a credit for the Product as depreciated. If 3DGS elects to accept the return of Products, then You shall return to 3DGS any and all such Products remaining in Your possession, custody or control. 3DGS shall not have any liability to You for any infringement or other violation of a third party right that is based in any way upon (i) the use of the Product in combination with other products, components, equipment or software; (ii) the use of the Product in practicing any process or method or the amount or duration of use of a Product, revenue You earned, or services You offered; (iii) any Product that has been modified or altered; (iv) the manner in which the Product is used even if 3DGS has been advised of such use; (v) 3DGS’s compliance with Your designs, specifications or instructions; (vi) the use of the Product after You have received notice of such infringement or other violation, and 3DGS has offered a replacement, modification or refund therefor, or (vii) compliance with an industry standard or communication protocol.

c. THE ABOVE INDEMNITY STATES YOUR SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT AND IS IN LIEU OF ALL EXPRESS, IMPLIED AND STATUTORY WARRANTIES WITH RESPECT TO INFRINGEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE INDEMNITY IN THIS SECTION SHALL NOT APPLY TO ANY PRODUCT IDENTIFIED AS A PRE-PRODUCTION VERSION, PROTOTYPE, PRE-RELEASE SAMPLE, SAMPLE, REFERENCE DESIGN, EVALUATION BOARD OR KIT, OR SIMILAR DESIGNATION OR OTHERWISE NOT HAVING PASSED ALL STAGES OF FULL PRODUCTION ACCEPTANCE AS SOLELY DETERMINED BY 3DGS, OR TO ANY SERVICES, OR TO ANY PRODUCTS (OR PORTION THEREOF) SUPPLIED OR LICENSED BY A THIRD PARTY (FOR WHICH ANY INDEMNITY WILL BE PROVIDED BY THE ORIGINAL MANUFACTURER AND NOT BY 3DGS).

17. Assignment: You may not assign or otherwise transfer these Terms, or any right or obligation in these Terms, without 3DGS’s prior written consent, and any attempt to do so shall be void. 3DGS may assign these Terms without Your consent and may transfer these Terms in connection with the sale or disposition of its business or a line of business relevant to this agreement, by asset transfer, merger, stock sale or otherwise. 3DGS may, as it deems necessary, subcontract any part of the work or services to be provided under these Terms. These Terms shall be binding upon each party and their successors and permitted assigns.

18. Governing Law: Dispute Resolution: Any and all matters in dispute between the parties, whether arising from or relating to these Terms or arising from alleged extra-contractual facts including, without limitation, fraud, misrepresentation, negligence or any other alleged tort or violation of contract, shall be governed by, construed, and enforced in accordance with the laws of the State of Nevada, without resort to the State’s conflict of laws provisions and regardless of the legal theory upon which such matter is asserted, and any applicable United States federal law. The parties shall submit any claim or action arising under these Terms to the exclusive jurisdiction of the state and federal courts located in the State of Nevada. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from these Terms.

19. Force Majeure: 3DGS shall not be liable for delay, partial delivery or non-delivery due to any cause or event beyond 3DGS’s reasonable control, including, without limitation, acts of nature, pandemics, epidemics, unavailability of supplies or sources of energy, riots, wars, terrorist acts, sabotage, fires, strikes, rolling blackouts, labor difficulties, delays in transportation, delays in delivery or defaults by 3DGS’s vendors, or acts or omissions by You. In the event of delay due to any such cause, time for delivery shall be extended for a period of time equal to the duration of such delay and You shall not be entitled to refuse delivery or otherwise be relieved of any obligations as a result of the delay. If, as a result of any such cause, any scheduled delivery is delayed for a period in excess of one-hundred-twenty (120) days, 3DGS shall have the right by written notice to You to cancel the order for the Products subject to the delayed delivery without further liability of any kind.

20. General:

a. Sales and Distribution to the United States Government: Because the Products provided under these Terms are “commercial products” as defined in Federal Acquisition Regulation (“FAR”) 2.101, the following terms apply to all agreements with the United States government or with other parties at any tier under a U.S government contract:

i. only those mandatory U.S. government clauses made expressly applicable to commercial products or services by applicable FAR and FAR Supplement provisions (the “Applicable Mandatory Clauses”) or that are expressly agreed upon in writing by 3DGS shall be flowed-down to 3DGS and incorporated into any orders involving any of 3DGS’s Products and services;

ii. all U.S. government clauses other than the Applicable Mandatory Clauses are inapplicable and shall have no force or effect;

iii. if You or the U.S. Government requires license rights to any 3DGS Intellectual Property, such license shall be in accordance with and subject to the terms and conditions of the commercial license customarily provided by 3DGS to the public;

iv. 3DGS shall not be required to comply with the Cost Accounting Standards, provide certified cost and pricing data, or be subject to any audit requirements; and

v. if any amendment to these Terms results in an increase or decrease in the price of, or the time required for, performance of any portion of these Terms, an equitable adjustment shall be made in accordance with applicable procurement regulations and the Terms of this Agreement.

b. Compliance with Laws and Export Control:

i. You shall comply, and shall cause Your employees to comply, with all applicable local, national, regional and international laws, ordinances, regulations, codes, standards, directives and international conventions and agreements to the extent that any of the foregoing have the force of law by being directly enforceable by a governmental authority, a court or other proper tribunal (collectively “Laws”), including but not limited to anti-bribery and record keeping laws, ordinances and/or directives of countries in which they conduct business as they relate to the Universal Declaration of Human Rights, child labor laws, data privacy laws, criminal reporting laws, environmental, health and safety laws or any similar laws, including, but not limited to identifying and filing or purchasing (as applicable) any and all required permits, certificates, licenses, insurance, approvals and inspections required in performance of Your obligations hereunder.

ii. You acknowledge and agree that any Product(s) being sold or provided under the Terms is subject to the export control laws and regulations of the United States and/or other governments and will comply with these laws and regulations. These laws and regulations include, but are not limited to, the U.S. Export Administration Regulations, the U.S. State Department’s International Traffic in Arms Regulations, sanction regimes of the U.S. Department of Treasury’s Office of Foreign Assets Control, and export laws and regulations of the European Union and/or any of its member states. You shall not, without prior U.S. Government authorization, export, reexport, or transfer any commodities, software, or technology, either directly or indirectly, to any country subject to a U.S. trade embargo or sanction or to any resident or national of said countries, or to any person, organization, or entity on any of the restricted parties’ lists maintained by the U.S. Departments of State, the Treasury, or Commerce. You shall ensure that before reexporting or transferring (in-country) the items and subsequent parties to a reexport or transfer (in-country) transaction will be screened against the US Consolidated Screening List and comply with any restrictions related to such transaction parties. In addition, any Products provided under these Terms may not be exported, reexported, or transferred to any end-user engaged in activities, or for any end-use, directly or indirectly related to the design, development, production, use, or stockpiling of weapons of mass destruction (e.g., nuclear, chemical, or biological weapons, and the missile technology to deliver them).

iii. You shall not sell, export or re-export, directly or indirectly, to the Russian Federation or Belarus any goods supplied under or in connection with these Terms that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014 and Article 8g of Council Regulation (EC) No 765/2006.

iv. You will indemnify and hold 3DGS harmless to the full extent of any Claims, including but not limited to lost profits, fines, penalties, attorneys' fees, defense expenses and court costs, for any failure or alleged failure by You, Your officers, employees, agents, or subcontractors to comply with the requirements of this Section 21.b.

c. Bankruptcy or Insolvency: 3DGS reserves the right to cancel any order without further obligation or liability to You if You i) become insolvent, ii) have filed a voluntary petition in bankruptcy, iii) have an involuntary petition filed to declare You bankrupt, iv) have executed an assignment for the benefit of creditors, v) had discontinued Your business, or vi) try to sell the bulk of Your assets other than in the usual course of business.

d. Severability: Should any of these Terms be held by a court of competent jurisdiction to be contrary to law, that term or condition will be modified as necessary to make it enforceable to the maximum extent permissible and the remaining terms and conditions will remain in full force and effect.

e. No Agency: 3DGS and You are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms.

f. Separate Transactions: Each shipment made under these Terms shall be considered a separate transaction. In the event of any default by You, 3DGS may decline to make further shipments. If 3DGS elects to continue making shipments, such action shall not constitute a waiver of any default by You or in any way affect 3DGS’ legal remedies for such default.

g. Entire Agreements and Amendments: These Terms constitute the entire agreement between the parties and supersede all previous communications, whether oral or written, with respect to the subject matter herein. Notwithstanding the foregoing, any confidentiality obligations under a separate non-disclosure agreement between the parties shall survive and continue to apply to information exchanged in connection with orders placed under these Terms.