TERMS OF SALE OF SURPLUS SPARE PARTS

BY PROCEEDING TO CHECKOUT AND SUBMITTING YOUR ORDER, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THE ASSET LIQUIDATION TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS IS AN AS-IS, FINAL SALE WITH NO RETURNS, NO REFUNDS, AND NO WARRANTIES. BY SUBMITTING YOUR ORDER, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS, WHICH SHALL GOVERN THIS PURCHASE AND ANY DISPUTE ARISING FROM THIS TRANSACTION.

1. Sale

Seller sells, assigns, and transfers to Purchaser all of Seller's right, title, and interest in the surplus spare parts and related materials identified on Exhibit A (the “Parts”).

2. Purchase Price

Purchase Price listed above is receipt of which is acknowledged.

3. Transfer of Title and Risk

Title, possession, and risk of loss pass to Purchaser upon pickup, delivery, loading, or execution of this Agreement if Purchaser already possesses the Parts.

4. Inspection

Purchaser has had a full opportunity to inspect the Parts and either completed such inspection or voluntarily waived it. Purchaser is relying solely on its own inspection and judgment.

5. AS-IS Sale; Disclaimer of Warranties

THE PARTS ARE SOLD STRICTLY 'AS IS, WHERE IS, WITH ALL FAULTS,' WITHOUT RECOURSE OR RIGHT OF RETURN. TO THE MAXIMUM EXTENT PERMITTED BY FLORIDA LAW, SELLER DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, CONDITION, QUALITY, PERFORMANCE, CODE COMPLIANCE, AND ANY OTHER WARRANTY OF ANY KIND.

6. No Representations

Seller makes no representation regarding the Parts' condition, age, history, compatibility, usefulness, regulatory compliance, remaining useful life, or availability of replacement parts, documentation, manuals, software, firmware, or technical support.

7. Release; Indemnification; Limitation of Liability

Purchaser releases Seller and its officers, directors, shareholders, employees, and agents from all claims arising out of the Parts. Purchaser shall defend, indemnify, and hold Seller harmless from all third-party claims, losses, liabilities, damages, and attorneys' fees relating to the Parts after transfer. Under no circumstances shall Seller be liable for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages.

8. Miscellaneous

Seller is winding up its business and will have no continuing obligations regarding the Parts. This Agreement is governed by Florida law, with exclusive venue in Miami-Dade County, Florida. The prevailing party in any dispute shall recover reasonable attorneys' fees and costs.