Product Storage Agreement

PRODUCT STORAGE AGREEMENT

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THIS AGREEMENT AND REGISTERING FOR, ACCESSING AND/OR USING THE PRODUCTS AND SERVICES (AS DEFINED BELOW).

THIS PRODUCT STORAGE AGREEMENT (the “Agreement”) is between PITTWATER LLC whose address for the purposes of notices hereunder is 487 Federal Rd, Unit 1, Brookfield, CT 06804 (“Pittwater”) and the customer (“Customer”) who accepts this Agreement as described herein.

This is a legal, enforceable contract between Customer and Pittwater, and by executing this Agreement, and where no signature box is available, by clicking the “accept” button or otherwise indicating Customer’s consent to the Agreement electronically (and such time, the “Effective Date”), Customer expressly agrees to be bound by this Agreement. If Customer is entering this Agreement on behalf of another entity or person, Customer hereby represents to Pittwater that Customer has the authority to bind Customer and its Affiliates to this Agreement through such consent. If Customer does not have such authority, or if Customer does not agree to this Agreement, Customer may not enter into this Agreement. Pittwater may amend this Agreement from time to time in its sole discretion, in which case the updated Agreement will supersede prior versions. Customer’s continued use of the Storage that support Stored Products following the posting of updated terms of this Agreement means that Customer accepts and agrees to the changes.

STORAGE MANAGEMENT

Pittwater and Customer (each, a “Party” and together, the “Parties”) agree to cooperate in the management of Pittwater’s storage and fulfillment services (“Storage”) for (i) products purchased by Customer from Pittwater (“Purchased Products”) and (ii) products owned and supplied by Customer to Pittwater solely for Storage (“Customer-Provided Products”) (collectively, “Stored Products”).

1. INTERPRETATION. Notwithstanding anything to the contrary specified in any Pittwater-issued quote or Customer-issued Storage Authorization Order (defined herein), the Parties agree that such quotes and Storage Authorization Orders shall be governed solely by the terms and conditions of this Agreement; provided that Customer’s Purchased Products (including without limitation payment, invoicing and returns privilege terms) shall be governed by Pittwater’s “Master Product and Service Agreement” specified at www.pittwater.co/legal/mpsa unless Pittwater and Customer have signed a separate Agreement to govern such product sales prior to the Effective Date (in either case, the “Product Agreement”). In the event of a conflict between the Product Agreement and this Agreement, the provisions of this Agreement shall prevail.

2. PITTWATER STORING. All Stored Products must be listed on a Storage Authorization Order (“SAO”) executed between the parties. Pittwater shall warehouse the Stored Products on behalf of Customer at Pittwater-designated premises located at 487 Federal Rd, Unit 1, Brookfield, CT 06804 (“Pittwater’s Premises”) or at premises operated by a Pittwater-designated Affiliate or third-party warehousing provider approved by Pittwater (“Affiliate Premises,” and together with Pittwater’s Premises, the “Designated Premises”). The Parties will execute SAO’s with every order that includes Stored Products. Except as otherwise specified in the applicable SAO, Customer will be financially responsible to Pittwater for any and all Pittwater costs associated with changes to a SAO. Such additional Pittwater costs may include, but are not limited to, custom packaging, handling, release date changes, warehousing and shipping charges.

3. OWNERSHIP. As between Pittwater and Customer:

3.1 Purchased Products. Ownership of, and title to, any products purchased by Customer from Pittwater will transfer from Pittwater to Customer upon delivery of the Purchased Products to the designated storage location (“Storage Location”) within the Designated Premises. Customer acknowledges and agrees that any manufacturer warranty period for the Purchased Products will begin on the date of Pittwater’s invoice.

3.2 Customer-Provided Products. Ownership of, and title to, any products provided by Customer to Pittwater for storage will remain at all times with Customer, and nothing in this Agreement shall be deemed to transfer ownership or title of such Customer-Provided Products to Pittwater.

4. SALES TAX. As set forth above, ownership of, and title to, Purchased Products will transfer from Pittwater to Customer upon delivery of Purchased Products to the designated Storage Location. Pittwater will collect and remit any applicable sales, use, or similar transaction taxes imposed on the sale of Purchased Products to Customer, based on the ship-from location of the applicable Designated Premise, unless Customer provides valid sales tax exemption documentation prior to invoicing. Storage of Customer-Provided Products is generally not subject to sales or use tax; however, if any jurisdiction imposes sales, use, or similar transaction taxes on the storage services provided under this Agreement, Pittwater will collect such taxes from Customer unless Customer provides valid exemption documentation. Customer remains responsible for any self-assessed use taxes or other taxes imposed directly on Customer by applicable taxing authorities.

5. STORAGE PERIOD; SHIPPING.

5.1 Storage Period. Pittwater shall hold the Stored Products for a period that shall commence on the date Stored Products are first received at Designated Premises until the Final Ship Date specified in the applicable SAO (“Storage Period”). The “Final Ship Date” shall mean the final date by which all Stored Products must be shipped from Designated Premises, as agreed in writing between the Parties in the SAO, and in no event later than six (6) months after the date such Stored Products are first received at Designated Premises. Any extension of the Storage Period beyond the Final Ship Date shall require a written amendment to the SAO and may be subject to updated Storage Fees.

5.2 Shipping and Handling. Customer shall provide Pittwater with written shipping instructions (which may be by email sent directly to the Pittwater Account Manager) no less than ten (10) business days prior to the requested shipment date. Pittwater shall release the Stored Products, in whole or in part, from the Storage Location and tender them to the carrier in accordance with such instructions, subject to Pittwater’s reasonable operational capacity. Customer may request staged shipments, provided that no shipment date shall be later than the Final Ship Date. Pittwater shall have no obligation to accommodate shipment requests made with less than the required ten (10) business day notice period. Pittwater will ship to Customer all Stored Products that remain at Designated Premises no later than the Final Ship Date. Customer will be responsible for all shipping and handling charges, which Pittwater will include as an additional line item on the applicable invoice.

5.3 Early Termination. In the event of early termination or if Customer does not request delivery of all Stored Products prior to the Final Ship Date, Pittwater shall, at Customer’s sole cost and expense and provided all outstanding fees have been paid in full, ship the remaining Stored Products still held by Pittwater at Designated Premises to Customer’s “Final Ship To Address” identified on the SAO.

6. INVOICING AND PAYMENT.

6.1 Storage Fees. Except as otherwise agreed in writing by the Parties in an applicable SAO, and subject to continuing credit approval by Pittwater, Customer will pay all invoices upon receipt or by the due date stated on the invoice. In addition to the purchase price for Purchased Products, Customer will pay Pittwater the fees set forth in the applicable SAO for storing, handling, and fulfilling Stored Products (“Storage Fees”). Unless otherwise stated in the SAO, Storage Fees will be calculated based on dimensional weight (“DIM Weight”), measured in accordance with Pittwater’s standard calculation practices, and cubic volume (“Cu. Ft.”) based on the external dimensions of the Stored Products. Partial days will be billed as full days. Pittwater may update the Storage Fee schedule upon at least thirty (30) days’ prior written notice to Customer, which updated fees will apply to future SAOs.

Receiving: $3.00 per item for 5 lbs or less, plus $0.10 for each additional pound (DIM weight).
Holding: First 30 days free. After that, $0.10 per cubic foot per day.
Picking: $5.00 per item for 5 lbs or less, plus $0.25 for each additional pound (DIM weight).

6.2 Invoice Date and Coverage Period. Pittwater will invoice Customer for Purchased Products on the date such Purchased Products are delivered to the applicable Storage Location within Pittwater’s Premises or other Designated Premises, unless otherwise stated in the relevant SAO. Storage Fees for any Stored Products will be invoiced beginning on the date such products are received into Pittwater’s warehouse management system (“WMS”) at Designated Premises (“Storage Start Date”). The first thirty (30) consecutive calendar days from the Storage Start Date will be provided at no charge (“Grace Period”). Beginning on the thirty-first (31st) day, Storage Fees will accrue daily until the date the Stored Products are picked, removed from storage, and recorded as shipped in the WMS (“Storage End Date”). Pittwater will invoice Customer for:

a. any one-time receiving, handling, or other non-recurring charges promptly after performance of the applicable service; and

b. recurring Storage Fees monthly in arrears, based on actual storage utilization (by dimensional weight and cubic volume) during the prior billing period, together with any other charges applicable under the relevant SAO.

Partial months outside the Grace Period will be prorated based on a daily rate calculated from the applicable Storage Fee. All invoices will reflect the Pittwater’s Premises location for sales tax purposes unless otherwise specified in the SAO.

6.3 Additional Fees. Any additional charges arising after execution of an SAO—including, without limitation, changes to release dates, special handling, repackaging, order consolidation, expedited services, or shipping charges—will be invoiced separately as they are incurred, or included on the next scheduled Storage Fee invoice, at Pittwater’s discretion. Such charges will be based on Pittwater’s then-current rates unless otherwise agreed in writing.

6.4 Availability and Pricing Adjustments. Customer acknowledges that (a) certain Stored Products may not yet be physically received into Designated Premises at the time an SAO is executed, and (b) the applicable invoice date for Purchased Products will be determined in accordance with Section 6.2, which may differ from the SAO date. Pittwater will not be liable for, and will have no obligation to reimburse or otherwise compensate Customer for, any loss of manufacturer or distributor incentives, price adjustments, or promotional terms resulting from differences between the SAO date and the actual invoice date.

7. NON-CANCELABLE. CUSTOMER ACKNOWLEDGES AND AGREES THAT ALL SAOs AND ORDERS FOR STORED PRODUCTS ARE ABSOLUTE AND NON-CANCELABLE, AND THAT STORED PRODUCTS ARE NON-RETURNABLE, NOTWITHSTANDING ANY OBSOLESCENCE, DEFECTS, SCHEDULE CHANGES, CHANGES IN CUSTOMER’S NEEDS OR FINANCIAL CIRCUMSTANCES, UNAVAILABILITY OF FINANCING, OR ANY OTHER CIRCUMSTANCE. CUSTOMER SHALL HAVE NO RIGHT TO REFUSE DELIVERY OR DELAY PAYMENT FOR ANY STORED PRODUCTS FOR ANY REASON, INCLUDING WITHOUT LIMITATION THE CONDITION OF THE STORED PRODUCTS, SUBJECT ONLY TO PITTWATER’S OBLIGATION TO REPLACE PRODUCTS THAT ARRIVE DEFECTIVE AT CUSTOMER’S LOCATION IN ACCORDANCE WITH THIS AGREEMENT.

8. BREACH; REMEDIES. In the event Customer cancels any SAO (or any amendment thereto), or terminates this Agreement other than as expressly permitted herein, Pittwater shall be entitled, in addition to all other remedies available at law or in equity, to recover from Customer all direct and indirect costs, expenses, and losses incurred by Pittwater as a result of such cancellation or termination. Such recoverable amounts include, without limitation: (a) storage fees and costs for the Stored Products; (b) insurance costs; (c) costs associated with custom configured or special-order goods; (d) costs incurred by Pittwater in ordering Stored Products specifically for Customer’s benefit; (e) handling and shipping costs; and (f) costs of collection, including reasonable attorneys’ fees and expenses. In the event of any material breach of this Agreement by Customer, and in addition to all other remedies available at law or in equity, Pittwater may (i) terminate this Agreement immediately upon written notice, and/or (ii) demand immediate payment in full of all outstanding amounts due for Stored Products, together with all accrued storage fees, costs, and expenses payable under this Agreement.

9. RISK OF LOSS AND INSURANCE. Customer shall bear all risk of loss of, or damage to, the Stored Products (“Product Losses”) while such products are in storage at any Designated Premises, and shall, at its sole expense, maintain insurance in commercially reasonable amounts to cover any such Product Losses. Customer shall also bear all risk of Product Losses, and maintain such insurance, during shipment of the Stored Products to or from any Designated Premises, naming Pittwater as an additional insured and loss payee with respect to such coverage.

10. SECURITY AND ACCESS. Pittwater shall exercise the same degree of care in storing the Stored Products as Pittwater uses for similar products owned by Pittwater. Pittwater shall provide, or cause to be provided, secure storage space designed to prevent unauthorized access to or use of the Stored Products. Upon reasonable advance written notice, and during Pittwater’s normal business hours, Pittwater shall use commercially reasonable efforts to facilitate Customer’s access to the Designated Premises solely for the purpose of inspecting the Stored Products, provided such access does not unreasonably interfere with Pittwater’s operations or the operations of any Affiliate. Any such access shall be subject to Pittwater’s safety, security, and confidentiality policies.

11. LIMITED LIABILITY. PITTWATER’S TOTAL LIABILITY FOR LOSS OF, OR DAMAGE TO, PURCHASED PRODUCTS SHALL BE LIMITED TO, AT PITTWATER’S OPTION, (A) REPLACEMENT OF THE PURCHASED PRODUCTS, OR (B) REIMBURSEMENT OF THE UNIT PRICE SPECIFIED IN THE APPLICABLE SAO, PROVIDED THAT CUSTOMER HAS PAID PITTWATER FOR SUCH PURCHASED PRODUCTS. IN NO EVENT SHALL PITTWATER’S LIABILITY UNDER THIS SECTION EXCEED THE AMOUNT OF INSURANCE PROCEEDS ACTUALLY RECEIVED BY PITTWATER WITH RESPECT TO SUCH LOSS OR DAMAGE.

WITH RESPECT TO CUSTOMER-PROVIDED PRODUCTS, PITTWATER’S TOTAL LIABILITY FOR LOSS OF, OR DAMAGE TO, SUCH PRODUCTS SHALL NOT EXCEED THE LESSER OF (A) THE STORAGE FEES ACTUALLY PAID TO PITTWATER UNDER THIS AGREEMENT FOR SUCH PRODUCTS IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) THE AMOUNT OF INSURANCE PROCEEDS ACTUALLY RECEIVED BY PITTWATER WITH RESPECT TO SUCH LOSS OR DAMAGE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR MAINTAINING INSURANCE COVERAGE FOR THE FULL REPLACEMENT VALUE OF THE CUSTOMER-PROVIDED PRODUCTS, AND SHALL PROVIDE EVIDENCE OF SUCH COVERAGE TO PITTWATER UPON REQUEST.

UNDER NO CIRCUMSTANCES SHALL PITTWATER OR ITS AFFILIATES BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE OR SAVINGS, OR LOSS OF DATA, EVEN IF PITTWATER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE FORM OF ACTION, WHETHER BASED ON BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY.

12. INDEMNIFICATION.

12.1 By Pittwater. Pittwater shall defend, indemnify, and hold harmless Customer and its officers, directors, employees, agents, and representatives (each, an “Indemnified Party”) from and against any and all third-party claims, demands, actions, lawsuits, or proceedings (each, a “Claim”), and any resulting damages, losses, costs, or expenses (including reasonable attorneys’ fees) finally awarded by a court of competent jurisdiction or included in a final settlement, but only to the extent proximately caused by the gross negligence or willful misconduct of Pittwater in the performance of the services and arising from: (i) death or personal physical injury; or (ii) damage to tangible personal property of the Indemnified Party.

12.2 By Customer. Customer shall defend, indemnify, and hold harmless Pittwater, its officers, directors, employees, agents, and representatives from and against any and all Claims, and any resulting damages, losses, costs, or expenses (including reasonable attorneys’ fees), to the extent arising out of or relating to: (i) Customer’s negligence, willful misconduct, or breach of this Agreement; (ii) Customer’s owned or supplied products; or (iii) any third-party claims arising from Customer’s use, sale, or distribution of the Stored Products.

12.3 Exclusions. Claims shall not include, and Pittwater shall have no obligation to indemnify or defend against, any damages or liability that are otherwise excluded under this Agreement or that arise from the products, software, or data processed thereby.

12.4 Procedures. The indemnified party’s rights are conditioned upon: (i) providing prompt written notice of the Claim (provided, however, that failure to give prompt notice shall relieve the indemnifying party of its obligations only to the extent materially prejudiced by such failure); (ii) granting the indemnifying party sole control over the defense and settlement of the Claim; and (iii) providing all reasonable assistance, at the indemnifying party’s expense, in the defense of the Claim. In no event shall the indemnifying party settle any Claim involving a remedy other than the payment of money without the prior written consent of the indemnified party.

13. TERMINATION.

13.1 Termination for Convenience. This Agreement may be terminated by either Party upon thirty (30) days’ advance written notice; provided, however, that (i) Customer has paid all fees, prices, Storage Fees, and other amounts due and owing hereunder, and (ii) such termination will not affect the Parties’ respective obligations under any SAO or order entered into prior to the effective date of termination.

13.2 Termination for Cause. Either Party may terminate this Agreement for cause if the other Party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof, except that any monetary default must be cured within ten (10) days after such notice. Any notice of termination for cause must specify the nature of the alleged breach in reasonable detail.

13.3 Effect of Termination. Termination of this Agreement, whether for convenience or cause, will not relieve either Party from obligations that (i) have accrued prior to the effective date of termination, (ii) survive termination under the terms of this Agreement, or (iii) arise under any SAO or order entered into prior to termination, including without limitation the payment obligations set forth in Sections 6 and 7 above.

14. FORCE MAJEURE. Neither party shall be liable to the other for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by or results from events or circumstances beyond its reasonable control, including, but not limited to, carrier delays, fire, flood, severe weather, power failure, labor disputes or shortages, acts of war, terrorism, embargo, pandemic or epidemic, acts of God, or actions, orders, or laws of any government or agency (each, a “Force Majeure Event”). The affected party shall promptly notify the other party of the Force Majeure Event, use commercially reasonable efforts to mitigate its effects, and resume performance as soon as reasonably practicable. Any failure or delay in performance due to a Force Majeure Event shall not constitute a default or breach of this Agreement.

15. GOVERNING LAW; JURISDICTION. This Agreement will be governed by and construed in accordance with the laws of the State of Connecticut and the federal laws of the United States applicable therein, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in the City of Brookfield, Connecticut. Each party irrevocably submits to the personal jurisdiction of such courts, waives any objection to venue therein, and waives any claim of inconvenient forum.

16. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by electronic means, including via PDF, facsimile, or electronic signature service (such as DocuSign), will be equally effective as delivery of a manually executed counterpart.

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Pittwater LLC

Last Updated: July, 2025