In these Terms of Sale, “Lithium Rhino” means [LEGAL ENTITY NAME], a North Carolina [entity type], and “Applicant” means the business named in this application.

1. Approval and Credit Limit. Credit is extended at Lithium Rhino's sole discretion. No credit terms are effective until Applicant receives written notice of an approved credit limit and payment terms. The maximum payment term offered is net thirty (30) days from invoice date; Lithium Rhino does not extend terms beyond that period. Lithium Rhino may reduce, suspend, or revoke credit at any time upon written notice, with or without cause.

2. Payment. Invoices are due in full within the approved terms period measured from the invoice date, without offset, deduction, or holdback. Payment shall be made by ACH, wire, or check to the remit-to address on the invoice. Where credit card payment is accepted, a processing surcharge may apply and will be disclosed at the time of the order.

3. Service Charge on Past-Due Amounts. Balances not paid when due accrue a service charge of one and one-half percent (1.5%) per month — eighteen percent (18%) per annum — or the maximum rate permitted by applicable law, whichever is less, from the due date until paid in full.

4. Credit Hold. If any invoice is past due, or if a pending order would cause the account to exceed its approved credit limit, Lithium Rhino may place the account on credit hold and withhold shipment of any open or future order until the account is brought current or the limit is increased in writing. An order held under this section is not cancelled unless Applicant requests cancellation in writing.

5. Application of Payments. Payments are applied to the oldest outstanding invoice first, regardless of any contrary notation on the payment or accompanying remittance.

6. Purchase Orders and Conflicting Forms. Any term or condition in Applicant's purchase order, acknowledgment, or other form that conflicts with or adds to these Terms of Sale is rejected and is not binding on Lithium Rhino, whether or not separately objected to.

7. Title, Risk of Loss, and Security Interest. Title and risk of loss pass to Applicant upon delivery to the carrier. Applicant grants Lithium Rhino a purchase-money security interest in all goods sold on credit and in the proceeds of their resale until the corresponding invoices are paid in full, and authorizes Lithium Rhino to file a UCC-1 financing statement to perfect that interest without further signature.

8. Claims and Returns. Claims for shortage, visible damage, or non-conformity must be made in writing within ten (10) days of delivery. Warranty claims are governed by Lithium Rhino's published warranty. A pending claim does not suspend Applicant's obligation to pay undisputed amounts when due.

9. Costs of Collection. Applicant agrees to pay all costs of collecting past-due amounts, including reasonable attorneys' fees, court costs, and collection agency fees, whether or not suit is filed.

10. Ongoing Information. Applicant will furnish updated credit or financial information on reasonable request, and will notify Lithium Rhino in writing within ten (10) days of any change in ownership, entity form, business name, or business address.

11. Governing Law and Venue. This application and all sales made under it are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts sitting in Mecklenburg County, North Carolina.

12. Entire Agreement. These Terms of Sale, this application, and any written credit approval constitute the entire agreement between the parties regarding credit, and supersede all prior oral or written understandings. No modification is effective unless in writing and signed by an officer of Lithium Rhino.

— End of Terms of Sale —

In consideration of Lithium Rhino extending credit to the business named in this application (the “Buyer”), and as a material inducement to Lithium Rhino to do so, the undersigned, individually and personally and jointly and severally if more than one (each a “Guarantor”), absolutely and unconditionally guarantees the full and prompt payment of all amounts now or hereafter owed by Buyer to Lithium Rhino, together with service charges and all costs of collection including reasonable attorneys' fees.

This is a continuing guaranty of payment and not of collection. Lithium Rhino is not required to first proceed against Buyer, any collateral, or any other guarantor before enforcing this Guaranty. Guarantor waives notice of acceptance of this Guaranty, notice of credit extended in reliance on it, presentment, demand, protest, and notice of default. Guarantor consents that Lithium Rhino may, without notice to Guarantor and without releasing Guarantor, change the credit limit or payment terms, grant extensions or indulgences, and release or settle with Buyer or any other guarantor.

This Guaranty continues until revoked by Guarantor in a written notice delivered to Lithium Rhino by certified mail and actually received. Revocation applies only to credit extended after receipt of that notice and does not affect obligations outstanding at that time. This Guaranty is governed by North Carolina law, with jurisdiction and venue as stated in the Terms of Sale.