CresLane Terms and Conditions for Sale of Goods

Effective Date: February 16, 2026

1. Definitions

(a) “Company’” means Dura ITR, LLC, a Texas limited liability company, d/b/a CresLane

(b) ‘Buyer’ means the person or persons, whether legal or natural persons, in each case, ordering or buying the Goods, as shown in the Company’s business records, including, without limitation, any purchase order(s) identifying the customer or client.

(d) “Order” means, in each case, any of the following: (i) Buyer’s request to purchase Goods from the Company; (ii) Buyer’s request to purchase Goods from the Company made through any agent of Buyer that the Company reasonably believes to be authorized to act on Buyer’s behalf; or (iii) Buyer’s acceptance of a quotation for the sale of Goods from Company (including acceptance via Buyer’s agent).

(e) “Terms and Conditions” means these Terms and Conditions, as the Company may modify from time to time.

(f) “Price List” means the Company’s pricing schedule for specified Goods, as may be changed from time to time by the Company, in effect at the time the Company accepts the Order.

(g) “Warranty and Return Policy” means the Company’s policies for any warranties, guaranties, repairs, replacements, returns and similar services, as may be changed from time to time by the Company, and as in effect at the time of the applicable claim by Buyer. The Warranty and Return Policy hereby incorporates the policies or terms of any suppliers to the Company such that these policies or terms limit the Company’s liability to the Buyer in the same fashion that any of the Company’s supplier’s terms or policies limit such supplier’s liability to the Company. The use of the words warranty, guarantee, and similar terms does not create any duty for the Company to offer such benefits as part of these Terms and Conditions or any other policy but rather notes where the Company may provide for such offers to Buyer, if any. Unless provided otherwise in the Warranty and Return Policy, to the fullest extent provided by applicable law, the Company hereby disclaims all warranties, guarantees, and similar assurances in favor of buyers, whether express or implied, including, without limitation, any warranties of merchantability or fitness for an express purpose.

2. Order, Sale, and Dispatch

(a) All Orders are subject to these Terms and Conditions, which shall constitute a contract between Buyer and the Company for the specific Order, once the Company has accepted the Order. The effective date of the Order contract between Buyer and the Company for the sale of the Goods covered by an Order shall be the Company’s date of acceptance of the Order.

(b) The Company shall not have any obligations under these Terms and Conditions or otherwise have an obligation to perform on the delivery of Goods until the Company has accepted an Order. The Company may accept an order via the earlier of (i) formal acknowledgement of the Order or (ii) intentionally dispatching the Goods to Buyer in conformity with the Order (it being understood that no error by the Company, its agents, or a common carrier, in each case, may constitute acceptance of an Order).

(d) Buyer may only cancel Orders that the Company has not accepted and where the Company has accepted the Buyer’s cancellation prior to the Company’s acceptance of the Order. Buyer shall be liable for the contracted price of any canceled Order unless otherwise agreed to by the Company.

Buyer may only cancel Order in writing. The form of cancellation shall be as specified by the Company, and the cancellation shall be effective when the cancellation is accepted by the Company. In addition to other payments required by the foregoing sentences of this paragraph, if an Order is cancelled, Buyer shall, within thirty (30) days after the Company’s request, reimburse the Company for any costs or other expenses incurred in relation to the Order, if any, by the Company related to Buyer’s cancellation, including, without limitation, all cancellation fees and lost profit damages charged to the Company by any supplier of the Goods to the Company. In addition to the foregoing,

(e) The purchase and sale of the Goods shall be governed exclusively by these Terms and Conditions, and any additional terms included in communication between Buyer and Company shall not be part of any contract between the parties. Without limiting the generality of the immediately foregoing sentence, any of the Buyer’s procurement or vendor management policies, terms the Buyer seeks to incorporate by reference, or instructions or commitments made via email, text, or phone conversation shall not be deemed part of the contract between Buyer and the Company. These Terms and Conditions are incorporated into any sale of Goods to the Buyer and contain all terms relevant to the transaction, constituting the entire agreement between the parties with respect to the sale of Goods, and the parties agree that the terms hereof, to the fullest extent permitted by applicable law, shall supersede any different implied or express terms or conditions provided by statute or common law. The Company may grant a waiver of modification of these Terms and Conditions only through a formal written acknowledgement signed by either the Company’s CEO, and such waiver or modification shall be valid in that single instance only and shall not apply to any other Order or be deemed to modify these Terms and Conditions generally.

(f) Unless the Company has agreed to different prices in writing, the prices for the Goods shall be as specified in the Price List. The Buyer may make Orders by specifying the quantity of Goods, and the Price List shall determine the price. The Price List covers the price to the Buyer of the Goods only; dispatch, shipping, and similar incidental charges are the sole responsibility of the Buyer, and the Company will bill the Buyer for those costs at the rates incurred by the Company.

(g) The Company retains title to all Goods associated with an Order until the Buyer has satisfied all debts and payments owed to the Company associated with that Order.

(h) The Company will bill the Buyer following its normal billing practices. Invoices for Orders are due from the Buyer upon receipt and shall be deemed late if they are not paid within thirty (30) days following issuance of the invoice. Buyer consents to receiving invoices electronically and shall supply the Company with the appropriate email addresses to invoice the Buyer. The Company may apply late fees to invoices not paid on time, which shall be the lesser of (i) one percent (1%) of the invoice amount per month (or fraction thereof) for which the payment is late or (ii) the maximum amount of interest permitted by applicable law. Notwithstanding the preceding sentences of this Section 2(h), the Company reserves the right to require payment-in-full from the Buyer for any Order prior to the Company dispatching the Goods or otherwise having an obligation to perform on the Order.

(i) The Goods are deemed delivered to the Buyer upon dispatch from the Company, including, without limitation, upon a common carrier or other delivery service taking possession of the Goods to deliver to the Buyer, even if such Goods are shipped by a distributor or manufacturer
other than the Company. Buyer assumes risk for damage or loss of the Goods at the time of deemed delivery.

3. Acceptance of Goods

(a) Buyer shall inspect the Goods immediately upon receipt and shall inform the Company in writing, via a channel indicated by the Company, of any issues within three (3) business days of receipt of the Goods. The Buyer shall report any non-delivery of Goods within three (3) business days of the expected delivery date. The Company shall not have any liability for any claim not reported in writing before this three business day deadline for reporting non-conforming Goods or non-delivery of Goods. Notwithstanding the foregoing, the Company shall have no liability for any claims for Goods that the Buyer (directly or via an agent or Buyer) has acknowledged that it has received in conforming condition. The existence of non-conforming Goods shall not relieve Buyer its duty to pay the Company or reduce or eliminate any other duty of Buyer under these Terms and Conditions. Buyer shall accept all conforming Goods and may address any issues with non-conforming Goods as provided for in these Terms and Conditions. Conforming Goods means Goods that either (i) comply substantially with the specifications provided on the Price List as Ordered by the Buyer or (ii) are a substitution Goods specified in the Order, selected by the Company, that substantially comply with or exceed the specifications of the Goods elected by Buyer on the Price List. The Company reserves the right to substitute Goods with those that substantially meet or exceed specifications elected by Buyer in all material respects.

(b) To the extent the Buyer alleges a latent defect that could not have been reasonably discovered on inspection, any claims shall be governed the Warranty and Return Policy.

(c) Buyer shall cooperate with the Company regarding any claims the Company makes with common carriers or other delivery services, insurance carriers, or manufacturers or distributors.

(d) The Company’s duties and liability for, in each case, for non-delivery of Goods, non-conforming Goods, shortages, packaging errors, Goods wrongly selected by the Company, damaged or defective Goods, shall be limited to correction or replacement within a reasonable time or issuing a credit for future purchases corresponding to value of the Order actually paid by Buyer to the Company.

(e) When returning Goods or seeking other remedies, the Buyer shall comply with the Warranty and Return Policy. Without limiting the generality of the immediately foregoing sentence, Goods must be returned in the original packaging, clean, in new and resalable condition (subject only to defects that Buyer has specified to the Company in writing). Any returned Goods not meeting the aforementioned criteria or not submitted in compliance with the Warranty and Return Policy may be subject to, at the Company’s discretion, a restocking fee charged to Buyer, in the amount of ten precent (10%) of the value of the Goods returned, based on their sale price on the Price List. If the Buyer has damaged the Goods or allowed any damage to occur to the Goods during its possession of the Returned Goods, the Company may also charge the Buyer the repair or replacement cost of such damages. All replacement Goods sold or delivered shall be subject to these Terms and Conditions. The Buyer shall be solely responsible for loss or damage of returned Goods in transit if Buyer arranges its own return shipping. Without limiting additional exclusions in the Warranty and Return Policy or the provisions of Section 1(g) hereof, the
following circumstances, in each case, are expressly excluded from warranty coverage: defects resulting from:

Improper storage, assembly, or installation of the Goods by Buyer or any third party;
Normal wear and tear of consumable parts;
Misuse, abuse, improper or careless handling, or accidental damage;
Uses of substitutes parts or materials by a supplier not authorized by the Company;
Improper maintenance by the Buyer or a third party, such as use chemical detergent to
wipe screens;
Any working conditions and environment that are not specified in product specifications (including but not limited to the following, (i) not using the Goods in the correct power supply environment, having an ambient temperature and humidity exceed the nominal range recommended for the applicable hardware, or failing to effectively protect screens from external damage (e.g., drops, collisions, etc.).
Use or operation of the Goods for a function or application other than that for which they were designed or different from the intended application made known to the Company before the Goods were sold;
For the Electronic Shelf Label system (the “ESL”), if the ESL usage exceeds the agreed limit which is 2 ESL updates per day;
Any physical damages causing by third parties, including, without limitation, the Buyer’s customers or any other personnel;
Improper working or storage conditions that are not consistent with the requirements provided in product manual (e.g., but not limited to, temperature: 32 F- 86 F degree (0 – 30 degree Celsius)/45%< humidity < 60% and not in a strong magnetic environment);
Any warranty does not extend to any Goods or parts thereof that are not sold by the Company or that the Buyer alters modifies, or that the Buyer adds to or incorporates into the Company’s Goods (including but not limited to controls, electronics and other parts or equipment); and
Any combination of the Goods with other products or software that has not been previously authorized in writing by the Company

(f) While the Company endeavors to make on-time deliveries, the Company shall not be liable for, in each case, (i) late deliveries; (ii) disruptions with common carriers, weather, or shipping mistakes; (iii) force majeure; or (iv) any rejection of an Order by supplier of the Goods to the Company or similar delay with or refusal to fulfill an Order.

4. Remedies and Limitations of Liability

(a) Buyer’s remedies are as provided above.

(b) If Buyer has not paid the Company monies owed or otherwise breached its obligations hereinunder, the Company may do any or all of the following, in addition to any other remedies available to the Company in law or equity, and the Company’s exercise of these remedies shall not limit Buyer’s obligations under this contract or terminate the contract:

withhold or cancel future deliveries;
sell any Goods associated with Orders that have not yet been dispatched to offset
balances owed to the Company by Buyer;
recall any Goods already dispatched; and
recover any Goods provided to Buyer that have not been paid for in full as determined by the Company.

(c) To the fullest extent permitted by applicable law, the Company’s liability for any claim from Buyer, irrespective of the legal theory or a basis in tort rather than contract, related to or arising from the transactions contemplated by these Terms and Conditions or anything incidental thereto shall be limited to the amount of the Order or Orders in question that Buyer has fully paid to the Company. Unless otherwise provided by the Warranty and Return Policy, the Company shall have no liability to Buyer for any Orders from the date that is six months after the deemed delivery of such Order if Buyer has made no claim before that date.

5. Additional Terms

(a) Incidental Services: Any professional, advisory, consulting, implementation, or other services incidental to the sale of Goods provided for in these Terms and Conditions shall be governed by a separate services agreement without affecting these Terms and Conditions.

(b) Software: Any software provided with or included in the Goods shall be governed by the applicable software license(s) required by the Company or any supplier of the software to the Company (the “Software Licenses”), in each case that are incorporated by reference into these Terms and Conditions. The Buyer shall adhere to all provisions of the Software Licenses as binding obligations of these Terms and Conditions. Without limiting the generality of the immediately foregoing terms of this Section 5(b), the Buyer agrees that, in each case: (i) pricing paid by the Buyer for the Software Licenses shall be subject to annual adjustment by the Company (based on the calendar year, rather than the license renewal anniversary); (ii) the Buyer’s initial commitment to pay for the Software Licenses shall be for at least two years, irrespective of its use or lack of use of the hardware sold pursuant to these Terms and Conditions or any other circumstances affecting the hardware; (iii) if the Buyer desires to cancel the Software Licenses after the initial two-year commitment, the Buyer must provide the Company prior written notice at least thirteen months ahead of the renewal anniversary in question; (iv) unless the Buyer
has provided written notice required by in Section 5(b)(iii), the Software Licenses shall renew automatically for another year, on the renewal anniversary date, and be subject to annual price adjustments based on the calendar year; (v) the Buyer shall not misuse or misappropriate the intellectual property protected by the Software Licenses; (vi) the Buyer shall pay the Company an amount equivalent to one hundred twenty-five percent of charges incurred by the Company from the Company’s suppliers in relation to the Buyer’s use of the Software Licenses within thirty days after the Company’s demand for payment; and (vii) the cancellation of the Software Licenses shall not affect the validity or applicability of these Terms and Conditions and the ongoing obligations of the Buyer created by these Terms and Conditions.

(c) IP Rights and Export Control Laws: The Buyer shall comply with all applicable export control laws regarding the Goods and any associated software as well as all obligations in the use of the Goods and any associated software to not infringe on the intellectual property rights of, in each case, the Company or any third party.

(d) Indemnification: The Buyer shall indemnify, defend, and hold harmless the Company against any actual or threatened third party claim against the Company arising from or related, in each case, to (i) the Buyer’s alleged breach of this Agreement; (ii) the Buyer’s alleged breach of any associated software license(s) incorporated by reference to this Agreement; (iii) the Buyer’s alleged infringement of any third party’s patent, trademark, copyright, or other intellectual property right; (iv) the Buyer’s alleged misuse of the Goods or any associated software; (v) the Buyer’s misappropriation of the Goods or any related license or intellectual property; or (vi) any allegation by the Company’s suppliers that an act or omission by the Buyer in its use of the Goods or associated software has caused the Company to breach its agreements with its suppliers. The indemnification provided to the Company by the immediately preceding clause shall extend not only to the Company, but also to the Company’s affiliates and the respective, officers, directors, employees, agents, and contractors of the Company and its affiliates.

(e) Severability: If any provision of these Terms and Conditions is found to be invalid, such provision shall not affect the validity of the other provisions of these Terms and Conditions, which shall remain a valid and enforceable contract as if the invalid provision were severed here from, and the tribunal shall reform the invalid provision to be as similar as possible to the provision contained herein, while still remaining valid and enforceable.

(f) Modifications: Other than as provided above, these Terms and Conditions may only be modified by the Company in its discretion, and any amendment shall become binding on all Orders accepted after the date of amendment by the Company.

(g) Choice of Law, Forum and Interpretation: These Terms and Conditions and the obligations arising under them shall be governed by the internal laws of the State of Texas, and any dispute arising hereunder, if not resolved amicably, shall be heard exclusively in either the state or federal courts sitting in the County of Bexar, Texas, and both Buyer and the Company irrevocably consent to the jurisdiction and venue of such courts. The headings and captions in this agreement are for convenience only and shall not be construed in interpreting these Terms and Conditions. These Terms and Conditions shall be construed without regard to its authorship, and the parties reject any presumption that would require ambiguity to be construed against the drafter.

(h) Time is of the Essence: Time is off the essence with respect to the Buyer’s obligations to pay the Company and with respect to Buyer’s inspection, reporting, and notice obligations to Seller.

(i) Notices: Notices shall be in writing. The Company may effect notice on the Buyer using any form of electronic communication provided by the Buyer. For any notice to be effective against the Company, in addition to sending such notice to the Company, the Buyer must send a complete copy of such notice and any accompanying materials via email to legal@dura.software.

(j) Complete and Binding Agreement: These Terms and Conditions constitute a binding contract between Buyer and the Company and constitute the complete agreement between Buyer and the Company with respect to the subject matter hereof and supersede any prior or contemporaneous agreements or proposals, whether written or oral.