OCI SUPPLY AGREEMENT

OCI Supply Agreement This OCI Supply Agreement (“Agreement”) is between the seller set forth on the Quote that references this Agreement (the “Quote”) d/b/a Apex Geotech Solutions (“Seller”) and the buyer set forth on the Quote (“Buyer”). This Agreement sets forth the terms and conditions pursuant to which Seller agrees sell and provide the products set forth in the Quote to Buyer (“Products”). This Agreement does not obligate Buyer to buy the Products from Seller, but this Agreement will govern the purchase and sale of the Products pursuant to a purchase order or other ordering document provided by Buyer and accepted by Seller (the “Order”).

Please read this Agreement carefully. Buyer’s purchase of the Products indicates Buyer’s full acceptance of and agreement to this Agreement in its then current form and thereby creates a legally binding agreement between Seller and Buyer. if Buyer does not agree with or accept the terms and conditions in this Agreement, do not purchase the Products. This Agreement constitutes the complete agreement and understanding between the parties with respect to the subject matter hereof. Accordingly, any pre-printed or other terms or conditions contained, incorporated or referenced in an Order or otherwise provided or referenced by Buyer are not part of, and do not govern, this Agreement, the Quote or the purchase and sale of the Products, and are void and of no force or effect as between Seller and Buyer.

1. Provision and Delivery of Products. Seller shall provide the Products set forth in the applicable Order in accordance with the delivery dates and to the delivery locations set forth in the applicable Order, if any. Seller shall package and pack all Products in accordance with good commercial practice. Seller shall arrange for shipping of the Products. Delivery of the Products is F.O.B. Seller’s facility. Title to and risk of loss for the Products passes from Seller to Buyer upon Seller’s delivery of the Products to the common carrier at Seller’s facility. Seller shall prepay all shipping charges and subsequently invoice Buyer for such costs (“Prepay and Add”). Buyer remains responsible for insuring the Products during transit. Notwithstanding the foregoing, Seller hereby retains a purchase money security interest in the Products, and in all proceeds thereof, until the Fees (as defined below), shipping charges and Taxes (as defined below) have been paid in full. Buyer authorizes Seller to file any financing statements (such as a UCC-1) or other documents necessary to perfect this security interest.

2. Term and Termination. This Agreement will remain in effect until (i) expiration of the Quote, if no Orders are made prior to the expiration of the Quote; (ii) completion (i.e., delivery and payment) of all Orders made prior to the expiration of the Quote; or (iii) Seller withdraws the Quote by written notice to Buyer before any Orders are made pursuant to the Quote. Upon expiration of this Agreement, any provision of this Agreement that, by its nature, would survive termination or expiration of this Agreement will survive any such termination or expiration.

3. Quotes. The pricing set forth in the Quote is only valid for the time period set forth in the Quote. Seller is not obligated to honor the pricing set forth in an Order made after the corresponding pricing set forth in the Quote has expired. The pricing set forth in the Quote does not include shipping charges or Taxes (as defined below).

4. Fees, Invoicing and Payment. Buyer agrees to pay the fees for the Products set forth in the Quote (“Fees”) and all related shipping charges. Seller shall invoice Buyer for all Fees, shipping charges and Taxes after delivery of the Products to the common carrier. Unless otherwise set forth in the Quote, Buyer shall pay all invoices within thirty (30) days without any right of set-off or counterclaim; provided, however, that Seller reserves the right, its sole discretion, to modify the payment terms for any Product at any time upon notice to Buyer if Seller reasonably determines that Buyer’s creditworthiness, financial condition or payment performance is or has become unsatisfactory, which modifications may include, but are not limited to, (i) requiring deposits, retainers, or advance payment; (ii) shortening payment periods; (iii) requiring cash‑on‑delivery (COD); (iv) reducing or eliminating any credit line; and (v) requiring Buyer to provide adequate assurance of performance, such as a letter of credit, guarantee, or other security acceptable to Seller. Buyer authorizes Seller to obtain credit reports, conduct credit checks, and make such financial, banking, trade, and other credit inquiries as Seller deems reasonably necessary, from time to time, to evaluate Buyer’s financial condition and credit standing. If Buyer in good faith disputes the validity or correctness of any amounts due under any invoice, Buyer must notify Seller in writing of the disputed amounts and the reasons for the dispute prior to the date payment of the invoice is due or else Buyer waives its right to dispute any amounts due under such invoice. If Buyer timely disputes any amounts due under such invoice, Buyer may withhold such disputed amounts until the dispute is resolved. Seller and Buyer agree to work together in good faith to resolve any invoice disputes as expeditiously as possible. For the avoidance of doubt, notwithstanding the existence of a dispute, Buyer shall pay to Seller all undisputed amounts under an invoice when due. If Buyer does not make any payment when due, Seller has the right, until such payment is made, to (a) charge interest on the unpaid amount at the rate of one and one-half percent (1.5%) per month (or, if lower, the highest rate allowed by law); and (b) suspend the shipment of Products under all Orders. Buyer agrees to reimburse Seller for any costs of collection of overdue amounts, including reasonable attorney’s fees and costs.

5. Taxes. Buyer is responsible for all federal, state, and local sales, use, excise, service, and other applicable taxes, duties, assessments or similar charges levied against or upon the Products (collectively, “Taxes”), excluding taxes based on Seller’s net income. All payments made by Buyer must be made without any deduction or withholding on account of any Taxes. If Buyer is required to make a deduction or withholding on account of any Taxes, the sum payable by Buyer to Seller will be increased to the extent necessary to ensure that Seller receives the amount that it would have received had no deduction or withholding been required to be made. Buyer shall make any payment required in connection with such a deduction or withholding to the relevant taxing authority within the time allowed.

6. Delays. Delivery dates are estimates unless expressly stated by Seller in writing to be firm. Seller is not liable for delay in delivery. If Seller fails to deliver Products within a reasonable time after the estimated delivery date, Buyer’s sole remedy is to cancel the delayed portion of the Order by written notice to Seller delivered before shipment; provided, however, that Buyer may not cancel any portion of an Order to the extent the delay is caused by Buyer, a Force Majeure Event (as defined below), carrier delay, or supplier delay.

7. Changes and Cancellations. Buyer reserves the right to cancel or change (e.g., quantity, place of delivery, time of delivery) an Order, or portion thereof, upon written notice to Seller at least ninety (90) days prior to the delivery date set forth in the Order, but only if Seller has not yet commenced manufacturing the Product(s); provided, however, that Buyer may not cancel or change any Order for custom, non-stock, special-order, fabricated, cut, processed, or otherwise non-resalable Products without Seller’s written consent. Any cancellation or change requested by Buyer is effective only if accepted by Seller in writing. Buyer acknowledges that any changes to an Order may result in changes to the Fees and delivery dates. Seller will notify Buyer if any changes to an Order (i) will result in changes to the Fees or delivery dates; or (ii) will not result in changes to the Fees or delivery dates and Buyer shall inform Seller if Buyer intends to make such change after Buyer receives Seller’s notification. No change will be effective unless and until Buyer informs Seller that Buyer intends to make such change after Buyer receives Seller’s notification. For any permitted cancellation or change, Buyer is liable for, and shall reimburse Seller for, all costs and expenses incurred by Seller in connection with such cancellation or change, including raw materials, work in process, supplier cancellation charges, storage, freight, and reasonable allowance for overhead and profit.

8. Inspection and Acceptance. Buyer will fully inspect and test all Products promptly after delivery. If any Products are, in Buyer’s good faith, reasonable determination, defective in design, material or workmanship, Buyer may reject such Products by written notice to Seller, within five (5) business days after delivery, describing the defect with reasonable supporting detail. If Buyer delivers a timely notice of rejection, Seller shall replace all Products that Buyer rejected after Seller receives the returned Products and confirms that the returned Products are defective. If Buyer does not deliver a timely notice of rejection or uses the Products in production, the Products are deemed to be accepted by Buyer.

9. Returns. Buyer may not return any custom, non-stock, special-order, fabricated, cut, processed, or otherwise non-resalable Products. Buyer may return any other new and unused Products within thirty (30) days after delivery with Seller’s written approval. For any permitted return, as Seller’s sole and exclusive liability and Buyer’s sole and exclusive remedy, Seller will refund the Fees paid by Buyer for Products, less Seller’s restocking fee, after Seller receives the returned Products and confirms that the returned Products are in new and unused condition.

10. Representations and Warranties. Seller warrants that the Products will (i) comply with the specifications set forth in the Quote; and (ii) be free from defects in design, workmanship and material on delivery. Buyer must notify Seller in writing of any breach of warranty within thirty (30) days after delivery of the Products. Upon receipt of a timely notice of warranty breach from Buyer, as Seller’s sole and exclusive liability and obligation and as Buyer’s sole and exclusive remedy, Seller shall, at its option, after Seller receives the returned Products and confirms the warranty breach, repair, replace or refund the Fees paid by Buyer for the Products; provided, however, that Seller is not obligated to repair, replace or refund any Fees for Products that have been misused, improperly installed, modified, altered or damaged by Buyer or its agents.

11. LIMITATION OF LIABILITY. IN NO EVENT WILL SELLER OR BUYER BE LIABLE FOR ANY LOSS OF USE, REVENUE, BUSINESS OR PROFIT, DOWNTIME, OR INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, AN ORDER OR ANY PRODUCTS. SELLER’S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, AN ORDER OR ANY PRODUCTS WILL NOT EXCEED THE FEES PAID BY BUYER FOR THE PRODUCTS GIVING RISE TO THE DAMAGES.

12. Governing Law. This Agreement, the Quote and all Orders, and all claims arising out of or related to this Agreement, the Quote or any Order, are governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Delaware. Any claim or action brought by a party in connection with this Agreement will be brought in the appropriate Federal or State court located in Wilmington, New Castle County, Delaware, and each party irrevocably consent to the exclusive jurisdiction of such court. Buyer may not initiate any claim relating to this Agreement, the Quote an Order or any Products more than one (1) year after the first event giving rise to the claim.

13. Force Majeure. No party is liable or responsible to the other party for any breach of this Agreement, the Quote or any Order, or failure or delay in fulfilling or performing any term of this Agreement, the Quote or any Order (except for any obligations of Buyer to make payments to Seller), if such breach, failure or delay is caused by or results from acts beyond such party’s reasonable control, including: (i) acts of God or the public enemy; (ii) flood, fire, earthquake, hurricane, tornado or other unusually severe weather conditions; (iii) accidents, fires, explosions and sabotage; (iv) epidemics and pandemics; (v) shortage of materials and transportation and supply chain disruptions; (vi) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (vii) power, telecommunications network and other utility outages or failures; (viii) government order, law, or actions; (ix) embargoes or blockades in effect on or after the date of this Agreement; (x) national or regional emergency; (xi) strikes, labor stoppages, or slowdowns, or other industrial disturbances; and (xii) Buyer’s or its agent’s acts or omissions (each, a “Force Majeure Event”). 14. Miscellaneous. There are no third-party beneficiaries of this Agreement. Failure or delay on the part of a party to exercise any right under this Agreement does not operate as a waiver thereof. If any part of this Agreement is found to be unenforceable, the rest of this Agreement will remain in full force and effect and will be interpreted so as to give full effect to the intent of the parties. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they are deemed to be followed by the words “but not limited to.” Buyer may not assign or transfer, or delegate any of its responsibilities under, this Agreement, the Quote or any Order without Seller’s prior written consent. Any assignment, transfer or delegation in violation of this Agreement is void.