Closing the Loop on Sustainable Farming
Customer Terms and Conditions

This Agreement contains the terms and conditions that apply to your purchase from (“Algosolar LLC dba Bioponica”, “our” or “we”) that will be provided to ("Customer," “you”) on orders for Bioponica™ systems and/or other products. By agreeing to the terms and conditions of sale as stipulated by this document, the Customer agrees to be bound by and accepts these terms and conditions. 

The terms by which we agree to provide systems, services or provide parts to our customers are based exclusively on these terms and conditions. Any change in these terms must be in writing signed by an officer or authorized agent of Bioponica. We expressly reject and will not accept any other terms, including any terms on any purchase orders. These terms and conditions are subject to change without prior written notice at any time, at Bioponica’s sole discretion. 

1. Terms and Conditions: These terms and conditions may NOT be altered or amended by the use of any other document(s). Any attempt to alter or amend this document or to enter an order for product(s) or services and support that are subject to altered terms and conditions will be null and void, unless otherwise agreed to in a written agreement signed by both Customer and Bioponica. 

2. Governing Law: This agreement and any sales there under shall be deemed been made in the state of Georgia. 

3. Payment Terms, Orders and Quotes: Terms of payment are within Bioponica sole discretion, and unless otherwise agreed to by Bioponica, payment must be received by Bioponica prior to Bioponica acceptance of an order. Payment for the products, services, and support may be made by credit card (for applicable countries), PayPal, wire transfer, or some other prearranged payment method. Orders are not binding upon Bioponica until accepted by Bioponica. Any quotations given by Bioponica will be valid for the period stated on the quotation. 

4. Prices: Products will be invoiced in accordance with current Bioponica pricelist as of date of order. Prices and the products offered for sale are subject to change without notice. 

5. Identification: Unless otherwise directed by you, we will show your order number, together with appropriate information identifying our shipment, on our invoice, shipping container or tag, and other accompanying documents. 

6. Shipping Terms: (a) Domestic shipments are F.O.B. our facility, freight prepaid by Bioponica and added to your invoice, unless otherwise agreed. (b) Export – Ocean shipments are Ex Ship Port of Entry and overland shipments are F.O.B. destination unless otherwise agreed. Ship dates are estimates only. Bioponica is not liable for delays in shipment or failure to ship by the estimated ship date. 

7. Retention of Title: (a) Domestic and Export shipments – The ownership, legal title and right of possession and control over the product and risk of loss or damage to the product shall pass to you once shipment reaches your destination or port of entry. 

8. Shipping Charges, Taxes: A unified charge for shipping and handling will be shown on the order confirmation. Unless Customer provides Bioponica with a valid and correct tax exemption certificate applicable to the product ship-to location prior to Bioponica acceptance of the order, the Customer is responsible for goods and services tax, sales and all other taxes associated with the order, however designated, except taxes on net income. 

9. Limited Warranty: Bioponica expressly warrants, for a period of one year from the date of shipment, that the parts or products sold by Bioponica will be free of defects in material or workmanship according to our standards of manufacture, overhaul, repair, and inspection at the time said products were installed, manufactured, overhauled, repaired, or used in any equipment overhaul. We further expressly warrant, for a period of one year from the date of completion of our services, that any installation or repair services will be performed in a workmanlike manner and in accordance with accepted industry standards. These limited warranties are provided to our customers IN LIEU OF any other warranties, express or implied, including any implied warranties of MERCHANTABILITY or fitness for a particular purpose. 

10. Limitation of Liability:: Our customer’s exclusive remedy for any breach of the foregoing limited warranty shall be the repair or replacement of any defective or non-conforming products, providing replacement services, or the extension of credit to our customer, at our option. We reserve the right to require the return of any product claimed to be defective for examination and evaluation in order to determine whether it is in compliance with our limited warranty. We expressly reject and do not accept any other liability, whether based on contract, tort, express or implied warranty, negligence or strict liability upon which damages may be claimed. We shall not be liable for any of the following whether due to our negligence or to any defect in our product or workmanship: (a) the cost of removing or replacing products, or of any other work performed on products or services supplied by us; (b) any damage to , or any of the costs of making adjustments to or repairs upon any mechanisms, equipment or machinery in which the products were installed; (c) any other expense, loss or damages claimed to be caused by a defect in product or services. We shall not be, under any circumstances, liable for loss of profits, or incidental or consequential damages. 

11. Returned Goods: Customer must report any discrepancies in goods received within 10 business days of receipt by you or you will be deemed to have accepted the goods as shipped. In the event that you need to return products to Bioponica, please take note of these guidelines so that Bioponica may process your return and issue a credit where appropriate: Request a Returned Material Authorization (RMA) number from Bioponica ’s Customer Service Department before returning any products. When requesting an RMA, please be prepared with the product SKU and description. Please be prepared with the part number(s) and at least one of the following: the original purchase order number; the Bioponica confirmation number; or the invoice number. 

Mark the RMA number clearly on the outside of all returned boxes and ship to Bioponica freight prepaid. If you fail to do so, Bioponica reserves the right to refuse your shipment and direct that the shipment be returned to you at your expense. 

The issuance of any credit for returned merchandise is subject to inspection and approval by Bioponica. You will be charged with a 15% restocking fee unless the return results from a Bioponica shipping error that is communicated to Bioponica within 10 business days of receipt of product by you. 

Bioponica considers all sales final and will not, under any circumstances, accept return of: a) product not in its original, unopened package; or b) discontinued product which is not included in Bioponica current published price lists or is identified to you as discontinued. Returns due to warranty claims are subject to the applicable provisions of Bioponica’s written product warranties, including the requirements contained herein. 

The customer must prepay return shipping charges, and the refund credit will not include any shipping and handling charges. The item will be subject to a fifteen percent (15%) restocking fee, unless otherwise prohibited by law. . 

12. Exchanges: From time to time, Bioponica may, in its sole discretion, exchange products or portions of a product. Any exchanges Bioponica will be made in accordance with Bioponica exchange policies in effect on the date of the exchange. 

13. Cancellation: Should Customer desire to cancel an order placed with Bioponica, after being so advised we shall discuss the matter promptly with you and if possible make a mutually satisfactory contract for cancellation. If such an agreement cannot be reached, you shall give us a notice of your desire to proceed with cancellation, such notice to be sent to us by registered mail, addressed to Bioponica ( 133 Tye Street SE Atlanta, GA 30316). We shall thereupon submit a statement to you of the amount of material that was completed and ready for shipment, the amount of material partially completed or purchased for use in the performance of your order, whether actually in the process of manufacture, and the scrap or other value of all finished and unfinished material, all as of the time of receiving your said notice. 

Within thirty days from the receipt of such statement from us, you will notify us of your desired disposition of all completed material, and will pay us (a) for all material completed and ready for shipment at the contract price; and (b) for all unfinished material at cost, including all sales and administrative overhead and profit in proportion to the state of completion of the product at the time of the termination of your order provided, however, that you will be credited with the scrap or other value of all unfinished material and of any finished material which you direct us to retain. Title to and possession of all unfinished material shall remain with Bioponica. 

14. Products: Bioponica continually upgrades and revises its product offerings to provide its customers with new choices. Bioponica may revise and/or discontinue products at any time without prior notice to customers. Bioponica will ship products that have the functionality and performance of the products ordered, but changes between what is shipped and what is described in a specification sheet or 

catalogue are possible. The parts and assemblies used in building Bioponica branded products are selected from new and equivalent-to-new parts and assemblies in accordance with industry practices. The quoted Bioponica SKU numbers for Bioponica branded products are of the quantity specified by Bioponica and conform in all material respects with the Bioponica product specifications current on the date such products were shipped. 

15. 3rd Party Products: Any warranty and technical support provided on entirely 3rd-party products purchased through Bioponica website are provided by the original manufacturer and not by Bioponica. These products may be returned only in accordance with the return policy in effect on the date of sale. The warranties and technical support may vary from product to product. Bioponica -branded products purchased through Bioponica carry the same warranty terms as described in Section 9, Limited Warranty, above. All unopened, Bioponica non-defective products in resalable condition purchased through Bioponica website that are returned to Bioponica are subject to a fifteen percent (15%) restocking fee. 

16. Limitation of Liability: Bioponica (INCLUDING, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS) DOES NOT ACCEPT LIABILITY BEYOND THE REMEDIES SET FORTH HEREIN, INCLUDING ANY LIABILITY FOR PRODUCTS NOT BEING AVAILABLE FOR USE, LOST OR DAMAGED. Bioonica WILL NOT BE LIABLE FOR LOST PROFITS, LOSS OF BUSINESS, OR OTHER INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY EXCEPT AS EXPRESSLY PROVIDED HEREIN. CUSTOMER AGREES THAT FOR ANY LIABILITY RELATED TO THE PURCHASE OF PRODUCTS OR SERVICES, Bioponica IS NOT LIABLE OR RESPONSIBLE FOR ANY AMOUNT OF DAMAGES ABOVE THE AGGREGATE DOLLAR AMOUNT PAID BY CUSTOMER FOR THE PURCHASE OF PRODUCTS AND/OR SERVICES UNDER THIS AGREEMENT. THE FOREGOING LIMITATIONS APPLY REGARDLESS OF THE CAUSE OR CIRCUMSTANCES GIVING RISE TO SUCH LOSS, DAMAGE OR LIABILITY, EVEN IF SUCH LOSS, DAMAGE OR LIABILITY IS BASED ON NEGLIGENCE OR OTHER TORTS OR BREACH OF CONTRACT (INCLUDING FUNDAMENTAL BREACH OR BREACH OF A FUNDAMENTAL TERM). 17. Dispute Notification and Resolution: A: Acknowledgments: Customer acknowledges that Bioponica possesses valuable confidential and proprietary information, including trademarks and business practices, which would be damaging to Bioponica if revealed in open court. B. Good Faith Negotiation: Before commencing any court action, the parties shall first attempt to resolve any dispute or differences between them by way of good faith negotiation. The good faith negotiation shall commence by each party communicating their position regarding the complaint, claim, dispute, or controversy to the other party, and how the parties should resolve the dispute. The parties shall then make good faith efforts to negotiate a resolution of the claim, dispute, or controversy. Neither party shall commence any arbitral proceedings unless, and until, the good faith negotiation fails. 

If Bioponica brings an action for any relief or collection against Customer arising out of the arrangement described in this Agreement, Customer will be responsible for reasonable attorneys’ fees and costs actually incurred in bringing such action. This Agreement will be construed in accordance with and governed by the laws of the State of Georgia. This Agreement is the entire understanding and agreement of Customer and Bioponica regarding its subject matter, and supersedes any prior oral or written agreements, representations, understandings or discussions between Customer and Bioponica. All notices or communications required or permitted under this Agreement will be given in writing and delivered personally or sent by United States registered or certified mail with postage prepaid and return receipt requested or by overnight delivery service (e.g., Federal Express, UPS, DHL) to Bioponica at the address noted previously, ATTN: Accounts Receivable Department. 

18. Applicable Law, Not For Resale: Customer agrees to comply with all applicable laws and regulations of the State of Georgia and the United States of America. Customer agrees and represents that it is buying for its own internal use only, and not for resale. Bioponica has separate terms and conditions governing resale. 

19. Exports: Customer acknowledges that the Products licensed or sold hereunder are subject to, and Customer agrees to comply with the export control laws and regulations of the United States. 

20. Service and Support: Bioponica will provide general service and technical support to Customers in accordance with the then-current service and technical support policies and conditions in effect. For end-user Customers, Bioponica promises that its support people will attempt to handle any problem involving Bioponica -branded products. However, Bioponica support people may not be able to understand or resolve every given problem. Service offerings may vary from product to product. Bioponica 3rd-party products or services providers may, at their discretion, revise their general and optional service and support programs and the terms and conditions that govern them. The optional services and support programs and their terms and conditions in place at the time of purchase will apply to Customer's purchase. Bioponica has no obligation to provide service or support until Bioponica has received full payment for the product for which service or support is requested. 

21. Force Majeure: Bioponica shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control. In the event of interference with or interruption of our business due to causes beyond our control, such as, but not limited to, strikes, differences with workers, fires, floods, accidents, scarcity of labor, materials or fuel, transportation difficulties, war, whether in this country or abroad, governmental regulations, orders or proclamations, laws, acts of public enemies, mobs or rioters, or acts of God, or in the event of interference with or interruption of your business due to any of such causes, deliveries hereunder may be suspended or partially suspended, as the case may be, during the continuance of such interruption. 

22. Privacy Reminder: Bioponica respects your privacy. To review a copy of our privacy policy outlining our collection, use, and disclosure of your personal information, please click on the privacy link at the bottom of every Bioponica com page, or call 1-404-444-7121. Bioponica shall not be liable for any delay or failure in performance caused by circumstances beyond its reasonable control. 

23. Authorized Distribution Agreements: You agree not to resell, ship or distribute products to anyone unless you have a written distribution agreement in effect with Bioponica. 

24. Sales & Internet Prohibitions: You agree not to resell or distribute Bioponica products outside of the country to which Bioponica ships your order. You also agree not to use any internet technology or website to resell or distribute Bioponica products unless you have a separate written authorization from Bioponica for such activity. The sale of Bioponica products in violation of this section may void Bioponica written product warranties where allowable by law. 

25. Termination: Bioponica may terminate this Agreement, at its option, following any Event of Default. Upon any termination of this Agreement, all rights and obligations of you and Bioponica will cease except those rights and obligations that have accrued or expressly survive such termination or expiration, including but not limited to the payment of any amounts due. The following will constitute an Event of Default: a) your failure to perform any of your obligations under this or any other Agreement with Bioponica or otherwise breach or violate any term or provision of this Agreement; b) your failure to comply with any applicable policy set forth by Bioponica ; c) your insolvency, dissolution or merger with or acquisition by another entity; your making an assignment for the benefit of creditors; or you ceasing to do business as a going concern; and d) the instituting by or against you of any action of bankruptcy, reorganization, receivership, conservatorship or insolvency. 

26. Nonwaiver: Bioponica failure to enforce any provision of this Agreement will not operate as a waiver of its right subsequently to enforce the same or any other provision. 

27. Communications from Bioponica: Customers grants permission to Bioponica to communicate with you by mail, email, telephone or facsimile, for the purpose of providing you with information about Bioponica products, pricing and promotions. 

28. Confidentiality: Bioponica may disclose to you confidential information, including but not limited to the terms of this invoice, product pricing, sales and new product development information. Customer will retain such information in confidence and will not use, publish or disclose, or cause anyone else to use, publish or disclose, any confidential information supplied by Bioponica without prior written permission. This obligation does not extend to any information subject to disclosure by legal process or information which you can demonstrate with tangible evidence was already known or independently derived by you, or publicly available, prior to Bioponica disclosure. In the event of a disclosure required by law, you agree to provide prompt notice to Bioponica prior to any such disclosure. 

29. Business Conduct: You represent and have not made any promises and shall not make any payment or gift to an employee or official of a government, political party or political candidate, government-owned or controlled company or public international organization to promote or to facilitate the business interest of Bioponica. 

30. Intellectual Property: Nothing in the Agreement is to be construed as a grant or assignment of any license or other right to you of any of Bioponica’s or its affiliates’ intellectual property rights, whether patent, trademark, trade secret, copyright or otherwise. All improvements and developments related to 

the Products or Services arising out of the efforts of Bioponica and you will be owned exclusively by Bioponica, and your shall reasonably Cooperate with Bioponica in confirming that result. You shall Indemnify and defend Bioponica from all loss and liability resulting from or related to claims that design elements for the Products or Services that were provided by you infringe the intellectual property rights of third parties. 

3. Confidential Information: With respect to confidential information concerning the Products, the Services and the transactions subject to the Agreement that you come to know neither through disclosure from Bioponica or otherwise, you (a) shall not disclose the information to any third party, (b) shall not use the information for any purpose other than evaluation and use of the Products, and (c) acquires no ownership, license or other interest in the information. 

32. Headings: The section headings used herein are for convenience of reference only and do not form a part of these terms and conditions, and no construction or inference shall be derived there from.