MILA-Y COMMERCIAL TERMS OF SALE AND SUBSCRIPTION

These Commercial Terms of Sale and Subscription ("Commercial Terms") govern the purchase, license, subscription, delivery, installation, commissioning, support, renewal, and cancellation of Mila-Y hardware, software, applications, cloud services, accessories, documentation, and related professional services (collectively, the "Offering"). They supplement the Mila-Y Terms and Conditions, Privacy Policy, Product Use & Safety Disclaimer, applicable warranty, quotation, order confirmation, statement of work, and data processing agreement (collectively, the "Agreement").

If documents conflict, the following order of precedence applies unless a signed agreement states otherwise: (1) signed master agreement; (2) accepted quotation or order confirmation; (3) statement of work; (4) data processing agreement for privacy matters; (5) product-specific warranty and documentation; (6) these Commercial Terms; and (7) the general Mila-Y Terms and Conditions.

The "Seller" is the Prowinch entity identified in the quotation, checkout, invoice, or order confirmation. The "Customer" is the business or legal entity purchasing or subscribing to the Offering. Each order must identify the Seller's full legal name, registered address, tax identification, currency, and contact information.

• United States Seller: Prowinch LLC, 2901 NW 21st Terr Miami 33140 Florida United States].
• European Seller: Prowinch Europe S.r.l., Via Palmiro Togliatti 30/32, Senago (MI) 20030, Italy.

Unless a quotation states otherwise, it remains valid for thirty (30) calendar days from its issue date. A purchase order submitted by the Customer is an offer to buy and does not bind the Seller until the Seller issues a written order confirmation, accepts payment, or begins performance.

Customer purchase-order terms do not modify the Agreement, even if the Seller accepts or fulfills the order, unless an authorized representative of the Seller expressly accepts those terms in a signed writing.

The Seller may correct clerical, typographical, configuration, or pricing errors before shipment or activation. If a material correction is required after acceptance, the Customer may accept the corrected order or cancel the affected unperformed portion for a refund of amounts paid for that portion.

Mila-Y hardware is configured using the equipment and application information supplied by the Customer. The Customer must provide complete and accurate machine identification, control voltage, power supply, wiring diagrams, control architecture, communication protocols, motor and brake information, sensors, environmental conditions, intended features, operating limits, safety functions, and applicable standards.

The online configurator is a preliminary selection tool, not an engineering approval or compatibility guarantee. The Seller may require photographs, drawings, electrical schematics, site inspection, samples, or additional engineering before accepting the order.

If information is incomplete, inaccurate, or changes after acceptance, the Seller may revise the price, schedule, configuration, and scope through a change order. The Seller is not responsible for delay, rework, incompatibility, or additional cost caused by inaccurate or changed Customer information.

Prices cover only the items expressly listed in the quotation. Unless expressly included, prices exclude installation, field wiring, panels, enclosures, sensors, antennas, network equipment, cranes or hoists, structural or electrical modification, permits, certification, travel, freight, customs, insurance, taxes, training, commissioning, data migration, special reports, and third-party products or services.

Prices may be adjusted before order acceptance. After acceptance, the Seller may adjust charges only for approved changes, Customer-caused delay, inaccurate specifications, changes in law or taxes, extraordinary tariffs or government charges, or other circumstances expressly identified in the order.

Prices exclude sales, use, excise, value-added, goods and services, withholding, customs, import, and similar taxes or governmental charges unless expressly stated. The Customer is responsible for all such amounts, except taxes based on the Seller's net income.

If the Customer claims an exemption or reverse-charge treatment, it must provide valid documentation before invoicing. If law requires withholding, the Customer must provide official evidence of payment and, unless prohibited by law, pay any additional amount necessary for the Seller to receive the amount invoiced.

Unless the quotation states otherwise, the recommended default payment structure is:

Final milestones must appear in each quotation. Invoices are due in the stated currency without setoff, deduction, or counterclaim. Bank, card, conversion, and transfer charges are the Customer's responsibility.

Overdue amounts may accrue interest at the lower of [1.5% per month] or the maximum lawful rate, plus reasonable collection costs. For European commercial transactions, statutory late-payment interest and recovery compensation may apply. The Seller may suspend procurement, shipment, installation, support, or platform access for overdue undisputed amounts after legally required notice.

A good-faith invoice dispute must be submitted in writing within ten (10) business days after receipt, identifying the specific disputed amount and basis. The Customer must timely pay all undisputed amounts.

Credit terms are subject to continuing approval. The Seller may reduce or withdraw credit, require advance payment, a deposit, letter of credit, guarantee, or other security if the Customer's financial condition, payment history, country risk, or order size reasonably warrants it.

To the extent permitted by law, title to unpaid hardware remains with the Seller until full payment, while risk of loss transfers under the agreed delivery term. The Customer will cooperate with reasonable steps required to protect or register the Seller's security or retention-of-title interest.

Delivery dates are estimates unless the order expressly states that a date is guaranteed. The Seller may make partial shipments and invoice them separately. Delay caused by the Customer, suppliers, carriers, customs, government action, force majeure, or events beyond reasonable control extends the schedule.

The applicable delivery rule and named place must be stated in the quotation. For international shipments, use an expressly identified Incoterms® 2020 rule and precise named place, such as FCA [named Seller facility] or DAP [named Customer destination]. Incoterms® rules allocate specified delivery tasks, costs, and risks but do not replace the Agreement's payment, warranty, acceptance, or ownership provisions.

If no delivery term is stated, the default should be selected by regional counsel: [U.S. DEFAULT] and [EU DEFAULT]. The Customer must inspect packages promptly, note visible loss or damage on the carrier's receipt, preserve packaging, and notify the Seller within five (5) business days.

No change or cancellation is effective until accepted by the Seller in writing. The Seller may condition approval on payment for completed work, engineering time, non-cancellable commitments, restocking, supplier cancellation charges, dedicated capacity, demobilization, and reasonable administrative costs.

Customized, programmed, configured, engraved, activated, installed, special-order, or customer-specific items are non-cancellable and non-returnable once engineering, procurement, assembly, configuration, or activation begins, except where mandatory law provides otherwise.

If the Customer postpones shipment or installation, the Seller may invoice completed milestones, charge storage and handling, require payment before release, and treat the Offering as delivered for warranty-start and risk purposes after [30] days, subject to counsel review.

Installation is included only when expressly listed. Unless otherwise stated, the Customer must provide safe and unrestricted site access, equipment shutdown time, lockout/tagout coordination, lifting access, qualified site personnel, current drawings, required permits, network and electrical infrastructure, and all work outside the specific Mila-Y installation scope.

Additional time caused by waiting, restricted access, inaccurate drawings, unsafe conditions, other contractors, or Customer equipment may be billed at then-current rates, including travel and living expenses.

The Seller may stop work if conditions are unsafe or outside the agreed scope. Work resumes after correction, schedule availability, and approval of any applicable change order.

Where commissioning is included, the Seller will perform the tests listed in the statement of work or acceptance protocol. Acceptance confirms completion of the contracted Mila-Y scope; it does not certify the entire crane, hoist, winch, machine, installation, or workplace.

The Offering will be deemed accepted upon the earliest of:

• the Customer signs the acceptance record;
• the Offering substantially passes the agreed acceptance tests;
• the Customer places the Offering into productive use;
• ten (10) business days after commissioning without a written material nonconformity notice; or
• the Customer prevents testing or commissioning for more than [15] business days after the Seller is ready.

A rejection notice must identify reproducible material failures against the agreed specifications. The Seller will receive a reasonable opportunity to correct them. Minor items that do not materially impair use will be recorded on a punch list and will not delay acceptance or payment.

If hardware is shipped for installation by the Customer, installation must be performed by a qualified technician using current Prowinch instructions. The Customer must complete and return required installation records, photographs, configuration data, test results, and acceptance documentation before control or automation features are activated.

Remote assistance does not make the Seller responsible for physical installation, machine condition, site safety, or work performed by the Customer or a third party.

The subscription begins on the activation date, shipment date plus [30] days, or another date stated in the order. The order must identify the subscription tier, machines or boards covered, authorized users, storage or usage limits, included applications, support level, term, and fees.

Unless expressly included, subscriptions do not include custom development, data migration, third-party licenses, cellular service, special integrations, onsite service, regulatory consulting, custom reports, additional storage, or after-hours support.

A subscription is assigned to the Customer and designated Mila-Y hardware. Transfer to another entity, machine, or site requires the Seller's approval and may require reconfiguration, inspection, new licensing, or additional fees.

Choose and disclose one renewal model clearly in every order and at checkout:

If automatic renewal is used, the Seller will provide legally required disclosures, consent, reminders, and a reasonable cancellation method. Cancellation prevents future renewal but does not ordinarily produce a refund for the current committed term. Mandatory cancellation rights remain unaffected.

The Seller may adjust renewal pricing by giving at least [60] days' notice before renewal. New fees apply only at renewal unless required by law, taxes, third-party charges, or an agreed change in scope.

Machines, boards, users, sites, data retention, storage, communication volume, premium features, or support above the purchased entitlement may require additional fees. The Seller will not charge undisclosed overage fees; the applicable thresholds and charges must be stated in the plan or approved order.

Standard support is available during the Seller's published business hours through [PORTAL/EMAIL/PHONE]. Response targets are objectives, not guaranteed resolution times, unless a signed service-level agreement applies.

Support excludes problems caused by unapproved modification, unsupported versions, third-party systems, unsafe conditions, incorrect installation, Customer networks, misuse, or equipment outside the contracted scope. Such assistance may be billed at then-current rates.

The applicable Prowinch limited warranty is incorporated by reference. The order must identify the warranty period for hardware, installation workmanship, repaired or replaced parts, and any premium coverage.

The exclusive commercial remedy for a valid warranty claim will be, at the Seller's option and subject to mandatory law, repair, replacement, re-performance, or refund of the amount paid for the affected item. Warranty does not cover removal, access, crane service, lifting equipment, production loss, travel, freight, customs, or reinstallation unless expressly included.

Warranty claims require prompt notice, serial number, proof of purchase, installation and maintenance records, logs, photographs, and reasonable diagnostic access. Returned material requires prior authorization.

No return is accepted without a Return Material Authorization (RMA). Approved standard, unused hardware must be returned within [30] days, in original condition and packaging, freight prepaid, and may be subject to a [20%] restocking charge. The Seller may reject damaged, incomplete, obsolete, activated, or improperly stored items.

Customized, configured, programmed, special-order, installed, commissioned, or subscription items are non-returnable except for verified warranty remedies or mandatory legal rights. Software, activation, engineering, travel, training, and completed services are non-refundable.

The Seller may suspend platform access for overdue amounts, material breach, cybersecurity risk, unlawful use, unsafe use, or use exceeding purchased rights, after notice where practicable. Suspension does not authorize unsafe machine operation and does not eliminate fees accrued during a committed term.

At expiration or termination, the Customer should export required records during a [30-day] retrieval period unless a different period is stated. After that period, access may end and data may be deleted according to the Privacy Policy, Data Processing Agreement, retention schedule, legal holds, and required safety or transaction records.

The Seller will provide commercially reasonable instructions for safe deactivation. Hardware functionality after subscription termination depends on the purchased configuration and must be expressly described in the order.

Professional services are performed according to a statement of work. Unless deliverables are expressly identified as work made for hire or assigned to the Customer, the Seller retains its pre-existing technology, tools, methods, templates, know-how, generic improvements, and reusable components. The Customer receives the license stated in the Agreement for paid deliverables.

Either party may request a change. No change is binding until a written change order identifies the revised scope, assumptions, price, schedule, and responsibilities.

Unless included as a fixed amount, travel time, airfare, lodging, ground transportation, meals, visas, permits, shipping, tools, and reasonable incidental expenses are billed at cost plus [X%] or under the Seller's published travel policy. Customer-requested weekend, holiday, overtime, or expedited work may be billed at premium rates.

If Customer delay prevents performance for more than [15] business days, the Seller may reassign personnel, revise the schedule, invoice completed work and committed costs, and require a restart fee. If delay continues for [60] days, the Seller may terminate the affected scope and invoice cancellation charges.

Neither party is liable for delay or failure caused by events beyond reasonable control, including natural disaster, fire, epidemic, war, terrorism, labor disruption, transportation interruption, utility or network failure, cyberattack not caused by the affected party's failure to use reasonable safeguards, supplier shortage, embargo, tariff action, or government order. The affected party will give notice and use commercially reasonable efforts to mitigate. Payment for delivered items and completed work remains due.

Warranty disclaimers, limitation of liability, indemnification, intellectual property, confidentiality, data processing, safe-use responsibilities, governing law, and dispute provisions are contained in the Mila-Y Terms and Conditions and Product Use & Safety Disclaimer. Those provisions apply to every order and subscription.

The Customer may accept through signature, purchase order, checkout, account activation, or another affirmative method identified by the Seller. The Seller may retain the accepted document version, timestamp, user, organization, transaction, and related technical records as evidence of acceptance.