TERMS AND CONDITIONS

Javine Ventures, Inc. and its affiliates (collectively, the “Seller”) represent the various suppliers quoted herein. These terms and conditions
(these “Terms”) are the only terms which govern the sale of the goods and services by Seller to the buyer named on the reverse side of these
Terms (“Buyer”). Buyer will be deemed to have accepted these Terms when it (i) sends Seller notice of acceptance in writing, (ii) issues a
purchase order to Seller, (iii) or delivers payment to Seller, whichever occurs first.

PRICE POLICY AND ESCALATION: All price quotations are subject to acceptance within thirty (30) days from the date of quotation.
Upon acceptance of these Terms by Buyer, the prices quoted by Seller will remain firm, provided notification to release to production for
earliest possible shipment is received by Seller within thirty (30) days from date of the quote. For orders released after thirty (30) days, prices
will be subject to escalation, in an amount determined by Seller, in its reasonable discretion.

PAYMENT: Buyer’s payment terms are subject to the approval by Seller’s credit department. A service charge of 1.5% per month (18%
annual rate), or the highest rate allowed by applicable law, will be added to all past due accounts. If collection becomes necessary, Buyer will
be responsible for the cost of collection, including reasonable attorney’s fees. In addition to all other remedies available under these Terms
or at law, Seller shall be entitled to suspend the delivery of any goods or performance of any services if Buyer fails to pay any amounts when
due. The amount of any present or future taxes applicable to the product shall be added to the price contained herein and paid by Buyer in
the same manner and with the same effect as if originally added thereto. Taxes are not included in the prices quoted.

CLAIMS: Upon delivery of goods to the carrier, the risk of loss shall transfer to Buyer and all responsibility of Seller with regard to the
delivery of goods ceases. Claims for factory shortages will not be considered unless made in writing to Seller within ten (10) days after
receipt of the goods and accompanied by reference to our bill of lading and factory order numbers. As all goods are shipped at Buyer’s risk,
any claims for damage or shortage in transit must be filed by Buyer against the transportation company. Unless otherwise agreed in writing
by the parties, Seller shall deliver all goods using Seller’s standard methods for packaging and shipping. Seller may terminate these Terms,
and all obligations hereunder, with immediate effect upon written notice to Buyer.

DELAYS: While time is of the essence, Buyer acknowledges that estimated delivery dates are estimates only. If Seller is unable to deliver
goods because Buyer has not provided appropriate instructions, documents, or authorizations, the goods will be deemed to have been
delivered and Seller, at its option, may store the goods until Buyer picks them up. Buyer shall pay all storage-related costs and expenses.

BUYER CANCELLATION / CHANGES: Once an order is accepted by Seller, Buyer cannot cancel or change the order unless Seller, in
its sole discretion, approves the cancellation and/or changes. If Seller, in its sole discretion, approves the cancellation and/or changes, Buyer
will be subject to a charge up to 100% of the purchase order price.

PRODUCT CHANGES AND RETURN OF GOODS: Seller reserves the right to change specifications and designs at will. Goods may
not be returned except by written authorization of Seller and, when so returned, will be subject to additional handling charges and
transportation costs, in amounts determined by Seller. If authorized by Seller, Buyer shall return goods as directed by Seller.

WARRANTY: Seller makes no warranty to Buyer regarding the products sold and Seller authorizes no third person or party to assume any
warranty obligation or liability on Seller’s behalf. The only warranties applicable to the products sold are those, if any, extended by the
respective Manufacturer. The Manufacturer shall furnish to Buyer any and all applicable warranty documents. Seller hereby assigns to
Buyer, without recourse, any applicable warranties extended to Seller. Such assignment shall constitute Seller’s sole obligation and Buyer’s
sole exclusive remedy from Seller with regard to defective products.

SELLER SHALL HAVE NO OBLIGATION OR LIABILITY TO
BUYER UNDER, AND HEREBY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTY RELATED TO THE PRODCUT,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY AGAINST INFRINGEMENT OR ANY IMPLIED WARRANTY OF
MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

LIMITATION OF REMEDY AND LIABILITY. UNLESS OTHERWISE PROVIDED BY LAW, SELLER’S TOTAL LIABILITY
UNDER THE AGREEMENT, WHETHER IN LAW, EQUITY, CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY
OR OTHERWISE, SHALL NOT EXCEED THE PRICE PAID BY BUYER UNDER THE AGREEMENT FOR THE PRODUCT OR
SERVICES GIVING RISE TO THE CLAIM. UNDER NO CIRCUMSTANCES SHALL SELLER BE LIABLE FOR SPECIAL,
INCIDENTIAL, INDIRECT, DELAY OR LIQUIDATED, PUNITIVE OR CONSEQUENTIAL DAMAGES FOR ANY REASON.
“CONSEQUENTIAL DAMAGES” INCLUDES, WITHOUT LIMITATION, LOSS OF ANTICIPATED PROFITS; BUSINESS
INTERRUPTION; LOSS OF USE, REVENUE, REPUTATION OR DATA; COSTS INCURRED, INCLUDING WITHOUT
LIMITATION, COSTS FOR CAPITAL, FUEL OR POWER; LOSS OR DAMAGE TO PROPERTY OR EQUIPMENT; AND
ENVIRONMENTAL CLEAN-UP. ANY ACTION ARISING UNDER OR RELATING TO THE AGREEMENT, (WHETHER BASED IN
LAW, EQUITY, CONTRACT, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE), MUST BE
COMMENCED WITHIN ONE YEAR FROM THE DATE THE CLAIM AROSE. SELLER ASSUMES NO OBLIGATION OR
LIABILITY FOR TECHNICAL ADVICE GIVEN OR NOT GIVEN, OR RESULTS OBTAINED. SELLER HAS SET ITS PRICES AND
ENTERED INTO THE AGREEMENT IN RELIANCE UPON THE LIMINTATIONS OF LIABILITY AND OTHER TERMS AND
CONDITIONS SPECIFIED HEREIN, WHICH ALLOCATE THE RISK BETWEEN BUYER AND SELLER AND FORM A BASIS OF
THIS BARGAIN BETWEEN THE PARTIES.

FORCE MAJEURE: Seller shall not be liable or responsible to Buyer for any failure, delay, hindrance, or impracticability in fulfilling or
performing these Terms, when and to the extent such failure, delay, hindrance, or impracticability is caused by or results from acts beyond
Seller’s control, including, without limitation, the following events (each, a “Force Majeure Event”): (a) acts of God; (b) flood, fire, earthquake,
or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government
order, law, or actions; (e) embargoes, tariffs, or blockades in effect; (f) national or regional emergency; (g) strikes, labor stoppages or
slowdowns, supply chain disruptions or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i)
epidemic or pandemic. Seller shall give notice to Buyer within a reasonable number of days of the Force Majeure Event, stating the period of
time the occurrence is expected to continue. Seller shall resume the performance of its obligations as soon as reasonably practicable.

ENTIRE AGREEMENT: All orders accepted by Seller are subject to Buyer agreeing with these Terms in their entirety. These Terms
comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations,
representations and warranties, and communications, both written and oral. Any additional, inconsistent or different terms or conditions
contained in Buyer’s purchase order or other documents submitted to Seller by or on behalf of Buyer at any time, whether before or after the
date of proposal, shall be deemed a material alteration and not a rejection of these Terms, and are expressly rejected by Seller. These Terms
shall be deemed accepted by Buyer without any such additional, inconsistent or different terms and conditions, except to the extent expressly
accepted by Seller in a writing signed by Seller. Any stenographic or clerical errors are subject to correction by Seller.

GOVERNING LAW AND VENUE: These Terms will be governed by the internal laws of Arizona, and the parties irrevocably submit to
the exclusive jurisdiction of the state and federal courts in Maricopa County, Arizona, and agree that venue is proper in such courts.