Credit Application and Payment Agreement

CUSTOMER CREDIT APPLICATION AND PAYMENT AGREEMENT

This Deferred Payment Agreement ("Agreement") is submitted by the undersigned Parent Company ("Purchaser") to SpeedTech Lights, Inc. ("Corporation"), a Texas for-profit corporation in order to obtain extended payment terms on the purchase price of the product(s) and/or services described on the Sales Order (as defined herein).

RECITALS

WHEREAS , Purchaser desires to purchase and acquire products and/or services from Corporation;

WHEREAS , Corporation desires to sell Purchaser the equipment listed on the Sales Order submitted by Purchaser to the Corporation;

WHEREAS , in connection with the above-described transaction, Purchaser seeks to defer a portion of the Purchase Price (as defined below) that is due and payable to Corporation in exchange for the products and/or services listed on the Sales Order as described herein;

NOW, THEREFORE , Applicant and Corporation agree as follows:

AGREEMENT

1. Purchase of Products and/or Services . Purchaser hereby purchases the products and/or services described in the Sales Order submitted by Purchaser to Corporation (the "Sales Order"), and the same is incorporated herein by reference, in exchange for the price (the "Purchase Price") listed on the Sales Order. The Purchase Price is due and payable to Corporation as described in this Agreement.

2. Purchase Price Payment Terms . Purchaser shall pay and deliver the full amount of the Purchase Price to Corporation not later than thirty (30) days from the date listed on the Sales Order (the "Payment Due Date").

3. Credit Limit . Corporation may extend a credit limit to Purchaser in an amount determined by the Corporation (the "Credit Limit"). The Credit Limit is subject to amendment and/or cancellation at any time by the Corporation and/or Allianz Trade. Extensions of a Credit Limit are subject to multiple restrictions, including but not limited to restrictions based on the geographic location of the Purchaser.

4. Past Due Amounts - Default Late Payment Rate . A Default Late Payment Fee on any unpaid balance of the Purchase Price shall accrue at a rate of fifteen percent (15%) beginning on the date on which the Purchase Price becomes past due. Payments of amounts that are past due shall be applied first to the accrued unpaid Default Late Payment Fee, if any, owing under this Agreement and then to the principal balance of the Purchase Price.

5. Representations Regarding Purchaser Information . Purchaser hereby represents and warrants to Corporation as of the date of this Agreement that the information provided to the Corporation on the Credit Application is true and correct in all respects as of the date of execution of this Agreement. Purchaser further represents that Purchaser is not insolvent and has no notice of any claims by any third parties against Purchaser or its assets. Purchaser agrees to provide Bank References and Trade References for the purpose of validating credit worthiness. Purchaser agrees to promptly, but in no event longer than ten (10) days after any such change, notify Corporation of any change in the information provided on the Credit Application in writing as provided in this Agreement. Purchaser represents and warrants to Corporation that the person or individual executing this Agreement has full corporate or other necessary legal authority to bind the Purchaser to the terms of this Agreement and that any requisite corporate or other activity properly authorizing the person executing this Agreement to bind Purchaser has occurred. Corporation is entitled to rely on the signature of the person executing this Agreement.

6. Determination of Credit Amount . The Corporation shall determine the amount of the purchase price that may be deferred by Purchaser in accordance with its policies and procedures. When credit is extended, that extension of credit is contingent upon prompt and timely payment by Purchaser of the Purchase Price. All credit applications are subject to periodic review and will, upon request by Corporation, be updated by Purchaser.

7. Termination of Open Credit . Open credit extended by this Agreement may be withdrawn at any time. Additionally, credit privileges may be withdrawn by the Corporation at any time and without further notification to Purchaser if any amount that is due, owing, and payable to the Corporation is not paid when due. The Credit Limit shall automatically cancel in the event that ten percent (10%) or more of the undisputed balance of all amounts owed by Purchaser to Corporation becomes past due from the original or extended due date.

8. Prepayment . Purchaser may prepay the Purchase Price before the Payment Due Date without penalty, in whole or in part, and in such amounts as Purchaser may desire from time to time as Purchaser sees fit.

GENERAL PROVISIONS

9. Usury Savings Clause . It is the intention of Corporation and Purchaser to conform strictly to applicable usury laws. Accordingly, if the transaction contemplated hereby would be usurious under applicable law, then, in that event, notwithstanding anything to the contrary herein or in any agreement entered into in connection with or as security for this Agreement, it is agreed as follows: the aggregate of all consideration which constitutes interest under applicable law that is taken, reserved, contracted for, charged, or received under this Agreement or in connection with this Agreement shall in no circumstances exceed the maximum amount of interest allowed by applicable law, and any excess shall be cancelled automatically and, if theretofore paid, shall be credited on the balance due under this Agreement (or, to the extent that the amounts due under this Agreement have been paid in full, refunded to Purchaser).

10. Entire Agreement . This Agreement and the Related Agreements (as defined in Paragraph 26 hereof) constitute the entire agreement among the parties hereto with respect to the subject matter hereof, and supersede any prior or contemporaneous oral or written agreement or understanding among the parties hereto with respect to the subject matter hereof. There are no agreements, written or oral, and no representations by any party outside of this Agreement and the Related Agreements and, to the extent any such representations exist, they are superseded hereby, void, and of no force and effect.

11. Governing Law . This Agreement shall be construed in accordance with and governed by the internal laws of the State of Texas, without regard to the principles of conflicts or choice of laws thereof that would give rise to the application of the domestic substantive law of any other jurisdiction.

12. WAIVER OF JURY TRIAL . EACH OF THE PARTIES HERETO HEREBY VOLUNTARILY AND IRREVOCABLY WAIVES TRIAL BY JURY IN ANY ACTION OR OTHER PROCEEDING BROUGHT IN CONNECTION WITH THIS AGREEMENT.

13. Binding Effect. Except as otherwise provided herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, heirs, permitted successors, and permitted assigns.

14. Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

15. Headings. The sections and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

16. Counterpart Execution; Fax Signature. This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall be an original, but all of which together shall constitute one agreement binding on the parties hereto. Transmission of an executed counterpart by fax or PDF file of this Agreement shall be deemed to constitute due and sufficient delivery of such counterpart, and such signatures shall be deemed original signatures for purposes of the enforcement and construction of this Agreement.

17. CONSENT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF HAYS COUNTY, TEXAS. EACH OF THE PARTIES HERETO HEREBY CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF TEXAS, COUNTY OF HAYS, AND THE UNITED STATES DISTRICT COURT FOR WESTERN DISTRICT OF TEXAS - AUSTIN DIVISION, AS WELL AS TO THE JURISDICTION OF ALL COURTS TO WHICH AN APPEAL MAY BE TAKEN FROM SUCH COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY, INCLUDING, WITHOUT LIMITATION, ANY PROCEEDING RELATING TO ANCILLARY MEASURES IN AID OF ARBITRATION, PROVISIONAL REMEDIES AND INTERIM RELIEF, OR ANY PROCEEDING TO ENFORCE ANY ARBITRAL DECISION OR AWARD. EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL RIGHTS TO BRING ANY SUIT, ACTION OR OTHER PROCEEDING IN OR BEFORE ANY COURT OR TRIBUNAL OTHER THAN THE COURTS OF THE STATE OF TEXAS, COUNTY OF HAYS, AND COVENANTS THAT IT SHALL NOT SEEK IN ANY MANNER TO PROSECUTE OR DEFEND ANY DISPUTE OTHER THAN AS SET FORTH IN THIS PARAGRAPH OR TO CHALLENGE OR SET ASIDE ANY DECISION, AWARD OR JUDGMENT OBTAINED IN ACCORDANCE WITH THE PROVISIONS HEREOF. EACH OF THE PARTIES HERETO HEREBY EXPRESSLY WAIVES ANY AND ALL OBJECTIONS IT MAY HAVE TO VENUE, INCLUDING, WITHOUT LIMITATION, THE INCONVENIENCE OF SUCH FORUM, IN ANY OF SUCH COURTS. IN ADDITION, EACH OF THE PARTIES HERETO CONSENTS TO THE SERVICE OF PROCESS BY PERSONAL SERVICE OR ANY MANNER IN WHICH NOTICES MAY BE DELIVERED HEREUNDER IN ACCORDANCE WITH THIS PARAGRAPH.

18. Scope. If any one or more of the provisions of this Agreement shall for any reason be held to be excessively broad as to time, duration, geographical scope, activity, or subject, each such provision shall be construed, by limiting and reducing it, so as to be enforceable to the extent compatible with applicable law then in force.

19. No Waiver . No waiver by any party to this Agreement at any time of a breach by a party of any provision of this Agreement to be performed by such other party shall be deemed a waiver of any similar or dissimilar provisions of this Agreement at the same or any prior or subsequent time.

20. Confidentiality . The terms of this Agreement and the absolute or relative rights of any party to this Agreement are confidential. Neither party shall disclose the terms of this Agreement, a copy of this Agreement, or its contents to any non-party to this Agreement without the non-disclosing party's prior written consent. Notwithstanding the foregoing, each party may disclose the terms of this agreement to any officer, manager, member, director, or other governing authority of such party as well as its attorneys and accountants for the purposes of evaluation of this Agreement and the determination of whether to enter into this Agreement or for the purpose of collecting a debt.

21. Rules of Interpretation . This Agreement shall utilize the following rules of interpretation: (i) the singular includes the plural and the plural includes the singular; (ii) a reference to the neuter gender shall be deemed to be a reference to the feminine and masculine genders, and vice-versa; (iii) the word "or" is not exclusive; (iv) a reference to a person includes its permitted successors and permitted assigns; (v) the words "include," "includes," and "including" are not limiting; (vi) a reference in a document to an article, section, or schedule is to the article, section, or schedule of such document unless otherwise indicated; (vii) exhibits, schedules, and annexes or appendices to any document shall be deemed incorporated by reference in such document; (viii) references to any document, instrument, or agreement (a) shall include all exhibits, schedules, and other attachments thereto; (b) shall include all documents, instruments or agreements issued or executed in replacement thereof; and (c) shall mean such document, instrument, or agreement, or replacement or predecessor thereto, as amended, modified, or supplemented from time t time and in effect at any given time; (ix) the words "hereof," "herein," and "hereunder" and words of similar import when used in any document shall refer to such document as a whole and not to any particular provision of such document.

22. No Rule of Construction . This Agreement is the result of negotiations among, and has been reviewed by, the parties hereto with the advice of counsel to the extent deemed necessary by any such party. Accordingly, this Agreement shall be deemed to be the product of the parties and no ambiguity shall be construed in favor of or against any party.

23. Related Agreements . This Agreement is in addition to each of the terms and conditions published on the Corporation's website and each user agreement contained on the Corporation's website. In the event of a conflict between the terms of this Agreement and any agreement on the Corporation's website, then the Corporation shall have broad discretion in selecting the applicable agreement term to enforce.

24. Terms and Conditions of Sale Pursuant to this Agreement .

a. Purchaser Entity Status. Purchaser must be a business entity or municipality, duly organized and in good standing with the applicable governmental authority in which Purchaser operates its business in order to qualify for credit terms. Credit terms under this Agreement cannot be extended to individuals and any attempt by an individual to obtain credit terms hereunder shall be void ab initio. Completion of this Agreement does not entitle Purchaser to credit terms, and any information provided herein shall be used by the Corporation to determine whether to extend credit terms to Purchaser.

    1. Credit Application; Sales Orders . Purchaser agrees to submit the Credit Application with the desired order via www.SpeedTechLights.com. Once submitted the Credit Application will be assigned an Application Identification Number which will be emailed with the desired order and signed Credit Agreement. The Credit Application will be reviewed to confirm that the desired order is a minimum of $2,500.00. Once that minimum is confirmed the Application will be run through Allianz Trade approval system where the credit limit will be approved, denied, and more information will be requested. Upon approval from Allianz Trade, the submitted order will be converted into a Sales Order, the Application Identification Number will be added under Notes and the order will be shipped. A tracking number will be sent via email with Signature Delivery required.
    2. Minimum Account Balance; Minimum Order . Account balances cannot be below Two Thousand Five Hundred and No/100 Dollars ($2,500.00). Orders in an amount less than Two Thousand Five Hundred and No/100 Dollars ($2,500.00) may not be considered and may not be eligible for credit terms under this Agreement.
    3. Domestic and International Shipping . All Domestic (Lower 48 States) orders are shipped by the Corporation only via UPS or another logistics company of the Corporation's selection with Signature Delivery. Purchaser agrees to be available to sign for all shipped goods on delivery through the carrier. All International (All countries, excluding the lower 48 States) orders are shipped by the Corporation only via UPS or another logistics company of the Corporation's selection with Signature Delivery. Customs Charges may apply to International Orders. Customs Charges are to be paid by the Purchaser at the point of entry into the country before goods can be delivered. Customs Charges include, but are not limited to, Brokerage, Duties, and Taxes. Customs Charges are assessed by the Government of the country in which the goods enter.
    4. Cancellation . In the event of a cancellation, Purchaser shall notify Corporation of the cancellation prior to the time on which Corporation ships the order and at a time that allows a reasonable time for Corporation to cause the order to be cancelled. In the event that Purchaser fails to timely notify Corporation of a cancelled order, Purchaser shall be responsible for all shipping charges on the order and a minimum restocking fee, in the amount of twenty-five percent (25%) shall apply to any goods that are outside of brand new and resalable condition. Special orders cannot be cancelled and require a fifty percent (50%) non-refundable deposit which Purchaser shall pay to Corporation before production can commence.
    5. Returns and Refunds .

i. Returns. Purchaser may return any item purchased so long as the item is returned within seven (7) days from the date on which the item was delivered. Purchaser shall be responsible for all shipping charges including, but not limited to, Customs Charges on International shipments, on the returned order. A minimum restocking fee, in the amount of twenty-five percent (25%) shall apply to any goods that are outside of brand new and resalable condition. Special orders cannot be cancelled and require a fifty percent (50%) non-refundable deposit which Purchaser shall pay to Corporation before production can commence. In order to be eligible to return an item, the item must be unused and in the same condition in which it was prior to being shipped to Purchaser. Additionally, the item must be in its original packaging.

ii. Refunds. Once Corporation receives your items, it will inspect the items and notify Purchaser that Corporation received the returned item. Following the inspection of the item, Corporation will notify Purchaser of restocking fee and the status of the refund. In the event that the Corporation approves the return, Corporation will direct the appropriate office to initiate a refund to your credit card or original method of payment. In the event that the Corporation is not capable of refunding the original method of payment, Purchaser agrees to cooperate with Corporation to arrange method of payment from Corporation to Purchaser that is satisfactory to the Corporation in its reasonable discretion. Refund credits to different methods of payment vary, and Purchaser may experience a delay of one or many days depending on Purchaser's card issue policies.

    1. Other Agreements Incorporated . All orders placed by Purchaser, Purchaser's representatives, agents, or any person acting on behalf of Purchaser are bound by the terms of this Agreement and by the SpeedTech Lights Site Terms and Conditions of use which can be found at www.SpeedTechLights.com under the Support tab titled Terms and Conditions at the following URL: https://www.speedtechlights.com/terms-of-use . In the event of a conflict between this Agreement and any other agreement related to the purchase of goods from Corporation, the Corporation shall have wide latitude in determining which provisions shall apply.

25. Acknowledgement . By execution of this Agreement, Purchaser acknowledges, agrees, and affirms that Purchaser has read each applicable agreement, including but not limited to this Agreement and the Terms of Use located at https://www.speedtechlights.com/terms-of-use , in full, and understands, acknowledges, and agrees to each provision of such agreement. Additionally, Purchaser agrees that the Corporation may conduct such checks and other investigations with Purchaser's bank or financial institutions as are necessary, within Corporation's discretion from time to time, in order to continue to extend credit terms to Purchaser.

26. Assignment . The Corporation may assign all or any part of its rights under this Agreement at any time without Purchaser's consent, written or otherwise. Purchaser may not assign any of its rights or delegate any of its duties under this Agreement without the prior written consent of the Corporation.