Exclusive Terms. (a) In the absence of a mutually negotiated and fully executed written agreement between the parties, these Customer General Terms and Conditions (“Terms and Conditions”), the Purchase Order, the SDS and the Product Label (each as defined below) shall exclusively govern all transactions between Barrett Plant Science, LLC, a Delaware limited liability company (“BPS”) and the Customer identified in the applicable Purchase Order or other written, verbal or standing request to purchase AP-8030 or Barrrett30, as applicable, and other ancillary products, supplies or materials, which collectively form and constitute BPS’ scope of supply as further described in the applicable Purchase Order (collectively, “Products”) from BPS pursuant to such Purchase Order. Notwithstanding anything to the contrary, and regardless of whether deemed by adjudication by a court of law of competent jurisdiction to constitute an offer, acceptance, counter-offer or otherwise, BPS’ performance or delivery of any requested Products, in BPS’ sole discretion, is subject to these Terms and Conditions. If BPS’ performance and/or written or verbal confirmation of a Purchase Order (“Confirmation”) is in response to an offer from Customer, and if Customer’s offer contains any terms and conditions that are additional to or different from these Terms and Conditions, BPS’ performance and/or Confirmation shall constitute an acceptance of such offer subject to the express condition that Customer assent to these Terms and Conditions without modification as the complete and exclusive statement of the terms and conditions of agreement between the parties. To the extent that there is conflict between or among the terms and conditions of these Terms and Conditions, a Purchase Order, the SDS or the Product Label, the controlling terms and conditions will be established in the following order or priority: (i) the Product Label, (ii) the SDS, (iii) the Purchase Order and (iv) these Terms and Conditions. “Purchase Order” means the document, executed by Customer, pursuant to which Customer places an order with BPS for the Products and which references a purchase order number and description of the Products. Purchase Order shall include all exhibits, attachments and appendices thereto and items and other terms and conditions incorporated by reference therein, including these Terms and Conditions.

(b) To the extent that anything in a Purchase Order conflicts with BPS’ Confirmation, if applicable, the terms of BPS’ Confirmation shall control. To the extent that a Purchase Order references or incorporates by reference any additional or different terms and conditions, whether proposed or provided by Customer in a request for quote, purchase order, response to a BPS Confirmation or in any other Customer-supplied form or communication then such additional or different terms and conditions: (i) shall be considered material alterations of BPS’ offer (or counter-offer if and as applicable); (ii) are hereby objected to and rejected by BPS; (iii) are void and shall not be binding upon BPS; and (iv) shall not be deemed part of these Terms and Conditions. Any action by Customer in furtherance of a purchase of any Product, including without limitation, receipt of such Products or the payment of an invoice therefor, shall constitute Customer’s acceptance of these Terms and Conditions. Additionally, Customer’s failure to provide written objection to a Confirmation within two (2) business of receipt thereof shall constitute Customer’s acceptance of such Confirmation, including these Terms and Conditions. These Terms and Conditions shall apply to all future transactions between BPS and Customer for Products, regardless of whether these Terms and Conditions are attached thereto, and shall govern all future communications, writings, and dealings between BPS and Customer.

Acceptance of Order. The Order shall be subject to acceptance by BPS in its sole discretion. BPS shall indicate its acceptance of the Order by providing written acceptance of the same. In the absence of any written acceptance of the Order, shipment of Products ordered shall be deemed acceptance of the Order.

Price. The purchase price for each Product shall be the price shown on Customer’s Purchase Order, subject to acceptance by BPS pursuant to Section 2. If Customer’s Purchase Order does not reflect a valid price, the prevailing price shall be as set forth in BPS’ applicable quote or pricing list/letter (collectively “Quotation”), if any. In the absence of an established price in either a Purchase Order or Quotation, if and as applicable, the governing price shall be as reflected in BPS’ invoice. Unless the parties agree otherwise in writing, all packaging, insurance costs and all applicable taxes and duties, shall be the sole responsibility of Customer and shall be deemed excluded from the purchase price. Unless otherwise specified in the Purchase Order, BPS shall use its own discretion in making shipping and carrier arrangements on Customer’s behalf and as Customer’s agent. Customer shall obtain insurance for the Products while in transit. To the extent that BPS pays any such insurance or other costs/expenses, charges/fees, taxes, or duties on Customer’s behalf, BPS shall invoice Customer for the same and all such invoiced amounts shall be paid by Customer in accordance with Section 4 hereof.

Payment. BPS shall invoice Customer for all amounts owed hereunder. Payment for the full amount of each invoice shall be made to BPS, addressed as indicated on an invoice, in United States currency, within thirty (30) days following the date of such invoice. Customer shall not offset or deduct any amounts owed from BPS to Customer from its payment amounts. Time is of the essence with respect to all of Customer’s payment obligations hereunder. All overdue amounts owed from Customer to BPS shall accrue interest from the due date at a rate equal to the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by Applicable Law. In addition to all other rights and remedies of BPS set forth herein or under Applicable Law, in the event that Customer fails to make any payment when due, BPS shall have the right (i) to decline to make any further deliveries pursuant to any Order until all outstanding amounts (including all interest) are paid by Customer in full, and/or (ii) to offset any and all outstanding payment obligations or other indebtedness of Customer to BPS against any outstanding payment obligations or other indebtedness that BPS or any of its affiliates may owe Customer. Customer shall reimburse BPS for any and all costs and expenses, including reasonable attorneys’ fees, incurred by BPS in the collection of any sum payable by Customer to BPS. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with BPS, whether relating to BPS’ breach, bankruptcy or otherwise.

Taxes and Duties. Customer shall submit to BPS a properly completed tax exemption certificate or a direct payment permit certificate with respect to any taxes or duties for which Customer claims it is exempt. To the extent that such exemption certificate or direct payment permit certificate is disallowed or rejected by the applicable governmental or taxing authority, Customer shall be responsible for the payment of any such applicable tax or duties. Customer shall immediately reimburse BPS for any taxes or duties paid by BPS on Customer’s behalf, although nothing contained herein shall obligate BPS to pay any taxes or duties on Customer’s behalf.

Delivery. Unless otherwise specified in BPS’ Confirmation and/or bill of lading, all Products ordered pursuant to these Terms and Conditions shall be delivered to Customer on a F.O.B. Origin, freight prepaid basis. BPS will make commercially reasonable efforts to meet specified delivery or performance dates; provided however, that all such dates are estimates only and shall not be binding upon BPS. Delays in delivery or performance by BPS shall not entitle Customer to cancel any order, refuse any items, or claim any damages. BPS expressly reserves the right to deliver the Products in installments, and Customer consents to the same. Delay in delivery of any installment shall not relieve Customer of its obligation to accept any remaining deliveries. If BPS deems it necessary to store any Products due to Customer’s failure to accept delivery of such Products or any other delay caused by Customer, BPS may store such Products at Customer’s sole expense, and Customer shall reimburse BPS for any such expenses.

Title and Risk of Loss. Title to and risk of loss of all Products supplied pursuant to these Terms and Conditions shall transfer to Customer in accordance with the applicable shipping term pursuant to Section 6 above.

Force Majeure. BPS shall not be responsible for failure or delays in delivery or performance due to any cause beyond its reasonable control, including without limitation: (a) acts of God, fires, storms, floods, other forms of extreme weather and/or temperature, strikes, lockouts, accidents, acts of war or terrorism, epidemic or pandemic (including COVID-19), strikes, labor shortages, riots, civil commotion, embargoes, power outages, breakage, mechanical issues, failure of equipment including tanks or pipe, delays of carriers, local or national disruptions to transportation networks or operations, fuel shortages and similar events; (b) any regulation, law, order or restriction of any governmental department, commission, board, bureau, agency, court, or other similar government instrumentality; or (c) inability of BPS to obtain any required raw material, energy source, supplies, equipment, labor, or transportation, at prices and on terms BPS deems in its sole discretion to be commercially reasonable (each, a “Force Majeure Event”). To the extent that BPS is rendered unable to perform its obligations under any Purchase Order, in whole or in part, by a Force Majeure event, BPS’ obligations shall be suspended for the duration of such Force Majeure Event. Without limiting the generality of the foregoing, under no circumstances shall BPS be obligated to purchase products from a third party for delivery to Customer in the event of a Force Majeure Event. BPS may allocate its available supply of Product, and its raw materials and other resources, among its customers, itself, and its affiliates on such basis BPS deems fair and reasonable if BPS is unable, for any reason, to supply the quantities of Product contemplated by any Purchase Order.

Safety Data Sheet. BPS shall provide Customer with a Safety Data Sheet (“SDS”) and Product Label for each Product. The SDS and Product Label contain product information and may include precautions, if required, instructions, and recommendations associated with the intended use, transportation, delivery, unloading, discharge, storage, handling, and shelf life of the Product. Customer acknowledges its responsibility to familiarize itself with all such information and precautions, including but not limited to safety and health information contained in the SDS or Product Label or otherwise transmitted to Customer by BPS at any time. Customer shall be solely responsible for instructing its personnel, agents, contractors, customers or any third party who may be exposed to the Product about such information and precautions, and Customer shall make such information and precautions available to these parties. Customer assumes full liability and responsibility for compliance with the SDS and Product Label and hereby indemnifies BPS for any damages arising from Customer’s failure to comply with the same.

Compliance with Laws; Export Controls. Customer shall comply with all applicable laws, statutes, ordinances and regulations of any federal, state, or local governmental authority having jurisdiction there over, including, without limitation, the Foreign Corrupt Practices Act, the anti-money laundering provisions of the USA Patriot Act and Bank Secrecy Act, and United States export control laws (“Applicable Laws”). Customer shall not export or re-export any Products purchased hereunder to any person or entity that is a “denied party” under the Denied Parties List (or any similar list maintained by any governmental authority) or to entities or persons located within embargoed countries (in both cases as defined under the referenced export control laws). BPS assumes no liability for Customer’s failure to comply with Applicable Laws or Customer’s obligations arising under European Union REACH (Registration, Evaluation, Authorization, and Restriction of Chemicals) Regulations.

LIMITED WARRANTY. The section entitled “Limited Warranty” in the Product Label is incorporated by reference herein.

LIMITATION ON LIABILITY. The section entitled “Limitation of Liability” in the Product Label is incorporated by reference herein.

Inspections and Shortages. Customer shall inspect all Products supplied hereunder immediately after delivery. Customer shall notify BPS in writing of any claims for shortages within forty-eight (48) hours after the date of delivery to Customer, and Customer’s failure to provide BPS with timely written notice of any claimed shortages shall constitute unqualified acceptance of the quantity of Product delivered pursuant to the applicable Purchase Order and a waiver by Customer of all claims with respect to shortages. BPS shall be given a reasonable opportunity to inspect any shipment claimed by Customer to contain a shortage. Subject to the other conditions set forth herein, claims for shortages shall only be accepted by BPS if such claimed shortage (i) is for one-half of one percent (0.5%) or more of the weight set forth on the bill of lading, and (ii) if such claimed shortage is verified by BPS, an authorized agent of BPS’ carrier, or an independent professional inspector approved by BPS in its sole discretion. Notwithstanding the foregoing, in the event of an accepted claim for shortage, BPS shall issue a credit to Customer in an amount determined by BPS in its reasonable discretion based on the claimed shortfall, and BPS shall deduct such credit amount from Customer’s next invoice amount.

Intellectual Property. Customer acknowledges and agrees that BPS has no control over Customer’s (or others’) processing, sale, use, or disposition of any Product (or any product containing any Product), including without limitation, the admixing, reacting or combining of any Product with other products, chemicals or materials. Accordingly, Customer assumes the entire liability and responsibility for, and agrees to defend, indemnify and hold harmless BPS from and against, all claims arising out of or related to infringement of any processes practiced or products made or sold or used by Customer related to the Products or in which the Products are used, which product or process allegedly infringes any third party’s intellectual property rights.

Indemnity. Customer shall indemnify, defend and hold BPS harmless from and against all liability, loss, damage, costs and expenses including, but not limited to, costs and expenses of litigation and reasonable attorneys’ fees, which BPS hereafter may incur or which BPS may reimburse to a third party as the result of (i) any claim, action or right of action, at law or in equity, arising out of (A) Customer’s non-compliance with or breach of these Terms and Condition and any representation, warranty, or obligation contained herein; (B) in whole or in part, Customer’s use or disposition of any Product in a manner inconsistent with the Product’s intended use; (C) any injury (including death) to any person or damage to any property occurring as a result of, or caused in whole or in part by, acts or omissions of Customer or its agents, officers, directors, employees, any subcontractor or its employees, or any person, firm or corporation employed or engaged by Customer; (D) Customer’s (or any third party’s) processing, transportation, delivery, unloading, discharge, storage, handling, sale, or use of any Product (or any product containing any Product); (E) Customer’s failure to act in accordance with the information contained in any SDS or Product Label; or (F) Customer’s violation of any Applicable Law; or (ii) any demand of or proceeding brought by any governmental authority to impose countervailing taxes or duties with respect to any Products, whether such demand or proceeding is brought prior to or following the delivery of such Products to Customer. In no event shall BPS be liable to Customer for countervailing taxes or duties relating to such Products imposed upon Customer. Customer hereby waives and releases BPS from any and all rights of recovery, claims, actions or causes of action which Customer may have against BPS with respect to those matters which Customer has agreed to indemnify BPS hereunder.

Waiver of Rights. CUSTOMER’S FAILURE TO COMMENCE ANY CAUSE OF ACTION RELATED TO THE PRODUCT OR OTHERWISE ARISING UNDER AN ORDER WITHIN ONE (1) YEAR AFTER THE DATE OF DELIVERY OF SUCH PRODUCT PURSUANT TO THE APPLICABLE ORDER SHALL CONSTITUTE A WAIVER BY CUSTOMER OF ANY OTHERWISE APPLICABLE STATUTE OF LIMITATIONS AND FOREVER BAR ALL RIGHTS TO COMMENCE ANY CAUSE OF ACTION WITH RESPECT THERETO.

Security. If at any time the financial responsibility of Customer, or the credit risk involved, shall become unsatisfactory to BPS in BPS’ sole discretion, BPS shall have the option to require Customer to provide cash or security that is reasonably satisfactory to BPS prior to subsequent shipments or deliveries hereunder. The election by BPS to require such cash or security shall not affect the obligation of Customer to take delivery of and pay for the Product.

Changes; Cancellations. Customer may change or cancel any Order until forty-five (45) days prior to the date of scheduled shipment.

No Assignment. Customer shall not assign all or any portion of any Order, including these Terms and Conditions, without BPS’ prior written consent, which may be withheld in BPS’ sole discretion. These Terms and Conditions shall bind and inure to the benefit of the successors and permitted assigns of the respective parties.

Miscellaneous Provisions. These Terms and Conditions shall be governed by the laws of the State of California, excluding its conflict of laws principles. The parties agree, consent, and waive contest to the exclusive jurisdiction and venue of the federal or state courts located in Los Angeles, County, California for all disputes arising out of or relating to any Order and these Terms and Conditions. The United Nations Convention on Contracts for the International Sale of Goods and the United Nations Convention on the Limitation Period in the International Sale of Goods, as amended, shall not apply to the Terms and Conditions. Failure of either party to exercise any right it has under the Terms and Conditions on one occasion shall not operate or be construed as a waiver by such party of its right to exercise the same right on another occasion or any other rights it has. Except as otherwise described herein, any such waiver must be in a writing signed by the waiving party. If any provision of these Terms and Conditions shall be adjudicated to be invalid or unenforceable, it is the parties’ intent that the remaining provisions of these Terms and Conditions will remain in full force and effect, and the affected provision or portion thereof will be deemed modified so that it is enforceable to the maximum extent permissible to reflect as closely as possible the intentions of the parties as evidenced from the provisions of these Terms and Conditions. The section headings used herein are intended for convenience of reference only and shall not be considered in interpreting these Terms and Conditions. Nothing herein shall be construed as creating any direct or beneficial right in or on behalf of any third party.