Terms and Conditions

RJMS Corporation General Terms and Conditions of Sale, Lease, or Service of Goods and Equipment

Effective Date: November 2, 2026

These General Terms and Conditions, with an effective date of 11/2/26, shall govern all transactions and agreements for the sale, lease, or service of goods and equipment entered into between Customer and RJMS Corporation dba Total Industries, Total Material Handling, Total Warehouse Solutions, Total Power Solutions, Total JCB or any entity under the control of or owned by RJMS Corporation (referred to herein as “Company”). Customer and Company are sometimes referred to herein as a “party” or collectively as the “parties.”

THESE TERMS INCLUDE A MANDATORY BINDING ARBITRATION PROVISION TO DEAL WITH ANY DISPUTES THAT MAY ARISE. PLEASE READ IT CAREFULLY.

1. SCOPE

These General Terms and Conditions (the “Ts & Cs”) govern all transactions and orders between Company and Customer relating to the sale, lease or service of goods and equipment, such as leases, installment sale contracts, service agreements, purchase orders, or quotations/proposals signed by both parties (each an “Order”). In the event of any conflict between these Ts & Cs and any specific provision or term contained in any Order, these Ts & Cs shall control unless the Order specifically states that it changes the terms of these Ts & Cs and is signed by both parties. Notice is hereby given that any conflicting, contrary or additional terms and conditions in any Order or Customer purchase order or similar documents presented by Customer to Company are not and will not be accepted by Company, and in the event of a conflict between any such documents presented by Customer to Company and these Ts & Cs, these Ts & Cs shall control. Company’s acceptance of Customer’s purchase order or similar document is expressly conditioned upon Customer’s assent to these terms and conditions.

2. FIRM ORDERS, OPTIONS, CANCELLATIONS, CUSTOMER SELECTIONS AND FIRM PRICES

All Orders are firm and non-cancelable when submitted and agreed to by Company, unless a “cancelable until” clause appears in writing with a specific date in the Order. Any subsequent cancellation will result in a cancellation fee equal to twenty-five percent (25%) of the amount of the Order, which shall be due immediately upon presentation to Customer. In addition, if Company incurs any costs relating to a cancelled Order, Customer shall be responsible for such costs. If, prior to Customer’s cancellation of an Order, Company is already in the process of placing, or has placed, any orders with a manufacturer or other third party relating to any goods or equipment that is the subject of the cancelled Order, Customer shall be responsible for any costs charged to Company by the manufacturer or third party for the cancelled goods or equipment or for any monies paid by Company to the manufacturer or third party.

For many goods and equipment sold or leased by Company, Customer is entitled or required to make choices of various options and accessories prior to shipment. Customer is required to make any such choices within the time frame specified by Company in order to avoid delays in shipment and potential added costs in factory customization. Under all circumstances, Customer is liable for all costs and schedule delays arising from Customer’s failure to make such choices within the time specified by Company, and for any additional costs arising from delays in acceptance, finance document execution and choices or selections of other specifications not falling within the scope of the original Order. A change in delivery address is permitted only upon Customer’s agreement to pay any extra costs arising from such change, including additional documentation processing fees, and subject to sufficient notice being given by Customer to Company. All prices quoted by Company are “firm” based on the information given to Company as the basis for Company’s quotation, and any subsequent changes or new information regarding specifications, contract requirements, site conditions, or other factors beyond the scope of Company’s proposal or quotation may lead to a revised price which Customer is obligated to pay.

Customer agrees to pay for any increases in the costs of any goods or equipment. In the event that Customer adds, changes, or modifies any goods or equipment in any way, such as the design or specifications, Customer agrees to be solely responsible for any and all fees and costs associated with the changes. Customer agrees that, in the event any changes to any goods or equipment result in an increase, decrease, or revision to any costs, Company will not be responsible for such increases, decreases or revisions, and Customer agrees to release and hold harmless Company from any claims, demands, costs, and liabilities of every kind and nature whatsoever relating to any such increase, decrease, or revision attributable to any changes in the goods or equipment.

3. PRE-SHIPMENT PRICE INCREASES

If, at any time up to thirty (30) days before the scheduled shipment date, the manufacturer increases the price Company pays for the ordered equipment because of new or increased government fees, tariffs, or duties, Company may increase the price of the Order by the amount of that increase. Company may make more than one such adjustment before shipment. Company will notify Customer in writing of any adjustment, and Customer shall pay the adjusted price.

4. TAXES, PERMITS & FEES

Sales or use taxes, personal property taxes, or other taxes levied by the jurisdiction where goods or equipment are installed or used, but excluding any taxes on the income of Company, and governmental fees or charges of any type for plan checking, permits, fire review fees, etc., are the responsibility of Customer, and shall be paid promptly to Company upon invoicing, whether or not called out on Company’s quotation(s) or in the Order.

5. BUILDING PERMITS

When a Building Permit is required in connection with an Order, Company will use its best efforts, through its Permit Expedite Service (“PES”), to expeditiously process permits through the appropriate Building Department. This service includes filing, responding to plan check requirements, and assisting with other City/County/State/Federal requirements with regard to associated or related ADA compliance, fire protection needs, structural engineering issues, parking requirements, conformance of pre-existing site conditions, and other such ancillary requirements. However, the PES does not guarantee that a permit will be issued, or that it will be issued in any specific time frame, since such matters are outside Company’s direct control. Unless such matters are specified as Company’s responsibility in Company’s written quotation or proposal, they are Customer’s responsibility, including any additional costs imposed as a consequence of the permitting and approval process. PES and any fees attached are a separate transaction from any projects and will not affect terms of the work performed. Customer agrees to release and hold harmless Company from and against any fees, costs, liabilities or claims relating to any delays in the permitting process.

6. SEISMIC AND CONCEALED CONDITION EXCLUSION

No warranty or assurances are provided with respect to seismic design requirements, nor is Company’s proposal or any Order intended to satisfy any such requirements, unless explicitly and specifically provided for in Company’s written quotation/proposal or in an Order signed by Company. If specification and plan changes are required to comply with any such requirements imposed by a government authority, the costs of such changes are the responsibility of Customer. Company does not accept any liability for, nor is it responsible for remediation or restorative costs arising from, the discovery or existence of or damage to buried conduits, networking cables, tensioning cables, utility lines/piping, water lines, footings or wood concealed in or under concrete or asphalt surfaces, or within the cutting, drilling, demolition or excavation to depths requested, and Customer is responsible for advising Company of all such conditions and obstructions prior to commencement of any underground work. Customer agrees to release and hold harmless Company from and against any fees, costs, damages or claims relating to any such seismic or concealed conditions.

7. PAYMENT TERMS

Orders generally require payment in full or signed financing documents prior to delivery. Company reserves the right to require a down payment or full advance payment for any Order. Upon approved credit, terms of payment for any and all goods and/or services are net ten (10) days from date of invoice, except standard equipment terms are payment in full or signed lease/loan documents required prior to delivery as stated above. A finance charge with a monthly periodic rate of 3% (being an annual percentage rate of 36%) is imposed on all past due amounts. It is further acknowledged that should Customer fail to pay any monies owed to Company when due, Customer shall be responsible for all costs incurred by Company in collecting such amounts, including, without limitation, reasonable attorneys’ fees, court costs, collection fees, and all other expenses of collection, whether or not litigation is commenced.

8. FOB POINT

All goods delivered by Company are shipped FOB point of manufacture or point of stocking, even when shipping costs are prepaid and included in the purchase price or lease value, unless Company’s quotation or order confirmation explicitly provides for FOB point of delivery. Title to purchased goods passes to Customer at FOB point. All fees, handling or loading charges, waiting-time charges and other fees charged by the designated delivery carrier or others involved in the delivery chain are chargeable to the account of Customer.

9. LIMITED WARRANTY

Company warrants labor and workmanship of itself and its subcontractors with respect to the installation of any goods or equipment for ninety (90) days following completion of installation. Company will be responsible for providing said warranty services, or for facilitating or arranging for such services to be provided by others, when necessary. Under no circumstances shall Company be liable for special, indirect, incidental, consequential, punitive, or exemplary damages for alleged breach of warranty or other damages arising from installation or use of the goods and equipment, nor for loss of income or profits to Customer.

The limited warranty provided with any goods or equipment purchased, or installed as part of any Order, is that of the manufacturer of the goods and equipment that are the subject of the Order. Customer acknowledges that Company is only a dealer in and reseller of such goods and equipment. Company does not make any guarantees, express or implied warranties, or conditions or representations to Customer with respect to the goods and equipment, whether oral or written, express or implied, or statutory. Customer agrees that Customer shall rely solely on the manufacturer of any such goods or equipment for any warranties, including any warranties against material defects or deficiencies, and Customer further agrees that its sole recourse and remedy for any defects or deficiencies in any such goods or equipment shall be against the manufacturer of such goods and equipment. This exclusion of warranties and limitation of liability applies to any modification, change, adjustment, redesign, or alteration of any goods and equipment by Company at the request of Customer.

Without limiting the foregoing, all other warranties for the goods and equipment, express or implied, including without limitation the warranties of merchantability and fitness for any particular use or purpose, are expressly excluded and disclaimed, whether or not such use or purpose has been disclosed to Company. Some states or jurisdictions limit or exclude certain disclaimers or limitations of liability contained in this paragraph, in which case such disclaimers or limitations may not apply to the customer.

10. INITIAL LOCATION OF USE

The Initial Location of Use is the initial shipment destination specified by Customer in writing. For lease, installment sales and service agreements, no change in location of primary use may be made without immediate written notification to Company of the new Location of Use and written acceptance by Company. In the case of service contracts, a change in Location of Use may result RJMS Corporation | General Terms and Conditions | Effective November 2, 2026 in a change to the monthly charges for such service. Customer agrees to be responsible for any additional fees and costs associated with any change in the Location of Use.

11. SUBCONTRACTORS

Company may use the services of subcontractors in its performance of its obligations under the Order. Any work requiring a California contractor’s license will be performed by an appropriately licensed contractor.

12. INSURANCE

Company will maintain commercial general liability, property/casualty, and vehicle insurance in the amounts of $1,000,000 per occurrence and $2,000,000 aggregate limit, covering risks and damages arising from its activities and operations with respect to these Ts & Cs. Company’s employees will be covered under a Workers’ Compensation policy as required by law. If Customer requests greater coverage limits, and such additional coverage is commercially available to Company, it will be provided only upon Customer’s agreement to be responsible for the additional cost thereof.

13. INDEMNIFICATION; MANUFACTURER WARRANTIES

13.1 Mutual Indemnification. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its respective officers, directors, employees, agents, affiliates, successors, and assigns (collectively, the “Indemnified Party”) from and against any third-party claims, demands, actions, causes of action, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses, including reasonable attorneys’ fees and costs of defense, arising out of or relating to: (a) the negligence or willful misconduct of the Indemnifying Party; (b) the Indemnifying Party’s violation of applicable law; or (c) the Indemnifying Party’s breach of these Ts & Cs.

13.2 Customer Indemnification. Customer shall additionally indemnify, defend, and hold harmless Company from and against any third-party claims, demands, actions, damages, liabilities, costs, and expenses arising out of or relating to Customer’s possession, operation, maintenance, transportation, storage, or use of any goods or equipment furnished under an Order, except to the extent such claims are caused by the negligence, willful misconduct, or breach of these Ts & Cs by Company.

13.3 Company Indemnification. Company shall indemnify, defend, and hold harmless Customer from and against any third-party claims, demands, actions, RJMS Corporation | General Terms and Conditions | Effective November 2, 2026 damages, liabilities, costs, and expenses arising out of or relating to Company’s negligence, willful misconduct, breach of these Ts & Cs, or Company’s installation, maintenance, repair, or modification of the goods or equipment, but only to the extent such claims are caused by Company’s acts or omissions.

13.4 Exclusion for Manufacturer and Supplier Product Defects. Notwithstanding anything in these Ts & Cs to the contrary, Company shall not be responsible for, and shall have no indemnification obligation with respect to, claims arising from the design, manufacture, testing, labeling, certification, warnings, instructions, or inherent defects of goods or equipment manufactured or supplied by a third party, including any original equipment manufacturer (“OEM”) or supplier, except to the extent such claim is directly caused or materially exacerbated by Company’s negligence, willful misconduct, unauthorized modification, improper installation, or improper repair of the goods or equipment.

13.5 Pass-Through Manufacturer Warranties. To the extent permitted by the applicable manufacturer or supplier, Company shall assign to Customer or otherwise pass through to Customer the benefit of any manufacturer or supplier warranties applicable to the goods or equipment. Customer acknowledges that Company is not the manufacturer of the goods or equipment and, except as expressly stated in these Ts & Cs, Company makes no independent warranty regarding the design, manufacture, merchantability, fitness for a particular purpose, or performance of goods or equipment manufactured by third parties. Company shall reasonably cooperate with Customer in pursuing any available warranty claim against the applicable manufacturer or supplier.

13.6 The indemnifying party shall have the right to assume and control the defense of any claim and no settlement imposing liability on the indemnified party may be entered without the indemnified party’s prior written consent.

13.7 Comparative Fault. Neither party shall be obligated to indemnify the other for any claim, liability, damage, loss, cost, or expense to the extent caused by the negligence, willful misconduct, or breach of these Ts & Cs by the party seeking indemnification.

14. LIMITATION ON DAMAGES

Under no circumstances shall Company be liable to Customer for any incidental, special, consequential, punitive, or exemplary damages, or for any loss of business, revenues or profits. Additionally, in no event shall Company’s liability to Customer for claims of any kind whatsoever for loss or damage arising out of or in RJMS Corporation | General Terms and Conditions | Effective November 2, 2026 any way connected with these Ts & Cs or any Order itself exceed the total amount paid by Customer to Company.

15. SUBCONTRACTING BY CUSTOMER

If Company is acting as subcontractor to Customer under a Prime Contract, Customer may identify in writing all provisions of the Prime Contract that it or its prime client wish to apply to the Order, prior to entering into the Order, and such provisions shall become part of the Order only if expressly disclosed to and accepted in writing by Company and set forth in the Order.

16. COMPLIANCE WITH APPLICABLE LAW

At all times during its performance of the Order, Company shall comply with all applicable laws and regulations, including labor relations laws, executive orders and the like. Exception: Company does not accept or engage in any contracts, as prime or subcontractor, for which Project Labor Agreements will apply.

17. CHOICE OF LAW, ARBITRATION, VENUE, COSTS AND FEES

These Ts & Cs are deemed to have been made in California, and shall be interpreted and construed under California law, without giving effect to any choice or conflict of law provision or rule. Any dispute or controversy arising in connection
with these Ts & Cs, if not subject to or limited to Small Claims Court jurisdiction, excluding any request for injunctive or similar relief which is beyond the powers of an arbitral forum to grant and enforce, whether sounding in contract or tort, shall be resolved by mandatory binding arbitration under the auspices of JAMS, before a single arbitrator. Each party agrees that the venue for any legal suit, action or proceeding shall be in the County of Alameda, State of California, and the prevailing party in any such legal action shall be entitled to recover his/her/its reasonable attorneys’ fees from the other party, in addition to any other relief that may be granted to such prevailing party.

18. AMENDMENT

These Ts & Cs and any Order may be amended only by a written instrument duly signed by all parties thereto.

19. COUNTERPARTS, SIGNATURES, AND EMAIL

These Ts & Cs and any Order and amendments thereto may be executed in counterparts, with fully executed signature pages emailed or transmitted by each party to all other parties, with the same effect as if all original signatures appeared on the same copy. Selection of options or features by a Customer, pursuant to an RJMS Corporation | General Terms and Conditions | Effective November 2, 2026 Order, may be communicated by email and may also be confirmed by email; provided, however, that any such selections must be accepted and agreed upon by Company in writing.

20. INTEGRATION

These Ts & Cs and any Order are fully integrated and contain all the understandings and agreements of the parties, and supersede all prior understandings and agreements between the parties, whether written, oral, based on a course of conduct or pattern of dealing, or otherwise, that deal with substantially the same subject matter.

21. WAIVER

Any waiver or forbearance by either party of any of its rights hereunder shall not be construed as a waiver of any other occurrence giving rise to the exercise of the right at issue, whether past or future.

22. ASSIGNMENT

Customer shall not assign any rights, or delegate or subcontract any obligations, under these Ts & Cs or any Order without Company’s prior written consent. Company may freely assign its rights and obligations under these Ts & Cs and any Order at any time. Subject to these limits on assignment, these Ts & Cs and any Order will inure to the benefit of, be binding upon, and be enforceable against each of the parties hereto and their respective successors and permitted assigns.

23. SEVERABILITY

If any term or provision of these Ts & Cs or any Order is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Ts & Cs or any Order or invalidate or render unenforceable such term or provision in any other jurisdiction.

24. FORCE MAJEURE

Neither party shall be responsible for any failure or delay in the performance of any obligations under these Ts & Cs or any Order, excepting obligations to pay money, to the extent that the failure is caused by acts of God, acts of terror, flood, fire, labor disputes, pandemics or endemics, acts or omissions of the other party, or other causes beyond such party’s reasonable control.

25. REPRESENTATION OF AUTHORITY

Each person signing these Ts & Cs and any Order on behalf of Customer represents and warrants to all other parties that he/she/it individually has the required authority to execute these Ts & Cs and any Order on behalf of Customer.