ENCORE GLASS TERMS AND CONDITIONS

PURCHASE AGREEEMENT: For the purposes of these Terms and Conditions, “Purchase Agreement” is defined to include all such documents presented to the Customer in the course or cycle of business to secure goods and services. These include all order acknowledgements, order confirmations and invoices. This also includes the credit application submitted to Encore Glass, Inc. (Encore) for the purpose of securing credit terms with Encore for amounts that will be owed upon completion of its obligation under the forms of Purchase Agreement defined here.

CUSTOMER: The term “Customer” used in these Terms and Conditions is Encore’s Customer or the Purchaser and means any principal owner or business legally obligated to pay for any merchandise shipped to the Customer by Encore pursuant to this Purchase Agreement. For the purposes of these Terms and Conditions, Customer and Purchaser are the same and are used interchangeably in this document.

PAYMENT TERMS: Customer shall pay to Encore the full amount of the price for the goods and services covered by this agreement within 30 days from the date of Encore's invoice. Customer shall receive a discount of 0.5% of such price (after the deduction of any freight charges, taxes, tariffs, duties, insurance charges, and/or similar charges) if Customer pays the total amount within 10 days of the invoice date. Encore reserves the right to require payment in advance or revoke payment terms if, in Encore's judgment, the Customer's credit is or becomes impaired or the Customer does not adhere to its agreement to pay within the stated 30-day payment terms. Customer shall pay to Encore on demand a late payment charge on any past due balance hereunder at the rate of 1.5% of such past due balance per 30 days outstanding calculated daily (but not in excess of any applicable lawful maximum rate). This 1.5% late payment charge per month is equivalent to 18% year and will be applied to all outstanding past due balances. The accrual or payment of interest does not authorize the Customer to defer payment of any indebtedness beyond the credit terms as stated herein. Customer agrees that failure to pay any invoice in full for any reason within this stated 30-day payment terms based on the invoice date will automatically result in cancellation of any credit terms offered.

Customer further agrees that failure to pay any invoice in full within payment terms of the invoice will result in any outstanding invoices becoming due regardless of terms. Customer agrees that all invoices become payable in full immediately if Customer sells its business, goes out of business, goes into receivership, or its business is attached, becomes insolvent or bankrupt. Encore reserves the right to alter or revoke a Customer’s payment terms at any time, pursuant to its ongoing review of the Customer’s creditworthiness and payment history with Encore.

INDEMNIFICATION RELATED TO CREDIT INQUIRIES: Customer hereby authorizes Encore to contact or to make inquiries to any person, banking institution, credit bureau, or other business of any kind, at any time, regarding Customer’s creditworthiness or regarding any other financial information that may be helpful to Encore to confirm the Customer’s credit status and creditworthiness. This authorization is in no way limited to trade references that may have been provided at the time of application for credit terms. Customer agrees to indemnify and hold Encore harmless from any and all liability connected with or arising from such contact or inquiry for the sole purpose of determining creditworthiness on an ongoing basis.

PRICES: All prices are cash prices unless otherwise agreed to in writing by Encore. The price of the goods covered by this agreement shall be Encore's price in effect at the date of delivery. Shipping allowances and prices are subject to change without notice. Prices are subject to correction for error. If Encore is required to collect or pay any Federal, State or Local Taxes, Tariffs or Duties, now or hereafter imposed or increased, or which relates to the manufacture, sale, transportation or delivery of any of the goods covered by this agreement, the price to be paid by the Customer for such goods shall be increased by the amount of such Tax, Tariff or Duties or increase; or the Customer shall otherwise reimburse Encore for the same upon demand. Taxes, Tariffs, Duties and/or similar charges are not included in the price and shall be borne by the Customer, unless otherwise agreed to in writing by Encore. Unless otherwise indicated on the invoice or in a separate instrument from Encore, all prices are FOB to the shipment destination indicated on the invoice. Customer shall accept and pay for the quantity of goods actually delivered (excluding quantities in excess of 110% of the quantity specified on the invoice), even though such quantity may differ from the ordered quantity. Prior to delivery for all purposes hereunder, an underage of 5% or an overage of 10% of the quantity specified on the invoice shall be deemed to be in compliance with this Purchase Agreement and is considered part of the quantity ordered.

PRINT PLATES AND MOLD EQUIPMENT: Mold equipment, tools, printing plates, negatives, blocks, and engravings provided by Encore under the Purchase Agreement will be Encore's property, regardless of any charges applied to the Customer. Encore will inform the Customer when significant wear and tear require major maintenance or tool replacement to ensure satisfactory production. Any costs associated with such maintenance or replacement may be charged, and the tools will continue to belong to Encore.

CUSTOMER’S PRINTING REQUIREMENTS: Changes made to the original copy of print cards after the first proof, including alterations in style or construction, will result in additional charges. Encore submits proofs to the Customer for approval, and Encore does not accept responsibility for errors in approved proofs. Encore is not liable for spelling, font, or content errors in work produced by Encore’s Services or the goods if these errors were part of the specifications provided by the Customer in the respective Purchase Agreement or purchase order.

Encore assumes no liability and does not breach any warranties if the Customer's artwork does not comply with applicable federal, state, or local laws or regulations.

Please note that the Customer is entirely responsible for any work they instruct Encore to print or perform, as well as for any design, sketch, drawing, painting, construction work, or other materials they supply or instruct Encore to provide or execute. The Customer is also responsible for handling all claims made by third parties in connection with these matters. The Customer must defend, indemnify, and hold Encore covered by the Purchase Agreement or purchase order harmless from any legal proceedings, claims, costs, expenses, or liabilities related to these matters.

FULL STACK INCREMENTS: Encore ships merchandise in full stack increments and it reserves the right to ship and invoice for a quantity which may vary from the quantity specified by Customer. Customer agrees to accept delivery of and to pay for such revised quantity as shipped based on these full stack increments.

PALLETS: Customers can buy goods from Encore on pallets. The prices for these pallets can change at any time, but Encore will give the Customer a written notice 30 days in advance of any price adjustments. Encore will provide pallets that meet industry standards and are of good quality. Unless specified differently in a Purchase Agreement, Customers will be charged for the pallets provided by Encore, and these pallets cannot be returned or refunded. The pallets provided by Encore are single-use only and are not reusable.

STORAGE: Encore agrees to warehouse free of charge any printed (custom boxes) glass inventory, stored on behalf of Customer for up to one hundred twenty-two (122) consecutive calendar days (four months) (the "Gratis Period") from the Available to Ship by Date or the actual on hand date, whichever is later. Immediately after the Gratis Period, inventory must be removed from Encore’s possession, or a monthly storage fee will be invoiced for any such inventories not removed from Encore’s possession. As of the one hundred eighty third (183) day or day one of month seven, all inventories will be invoiced in full and shipped to the Customer. Encore will provide a thirty (30) day maximum inventory reservation for content orders. All content orders must be released and shipped within thirty (30) days following the "available to ship by date" or the actual on hand date whichever is later. Any content inventory not shipping within thirty (30) days will be returned to Encore's stock population for general use.

DELIVERY AND SHIPPING COSTS: Unless otherwise specified and agreed upon in writing by both Encore and the Customer in a Purchase Agreement, all delivery costs will be billed separately to the Customer.

Unless explicitly noted otherwise in a Purchase Agreement, Encore has sole discretion over the method and route of shipment unless the Customer provides acceptable written instructions well in advance of the estimated shipment date, and Encore communicates its acceptance in writing to the Customer.

Encore may, at its sole discretion, make partial shipments of goods without incurring liability or penalty. Each shipment will be treated as a separate sale, and the Customer is obligated to pay for the units shipped, whether it fulfills the entire order or only a portion of it.

Any delivery timeframe provided by Encore is an estimate only, and Encore is not responsible for any loss resulting from delays in order fulfillment, delivery failures, or shipment delays. Delayed shipment or delivery of goods or performance of Services does not release the Customer from its obligations under these Terms and Conditions, including the acceptance of any remaining installment(s) of goods.

SHIPPING TERMS: Encore’s standard shipping terms are Free On Board (FOB) Destination. Encore retains the responsibility for the goods until they are delivered to the Customer’s specified destination. Encore takes on the responsibility of selecting the carrier. In the event of loss or damage, Encore is responsible for filing any necessary claims. When the goods arrive at their intended destination, the risk of loss or damage transfer from Encore to the Customer.

In cases where Customers choose to pick up goods directly from Encore, the term applied will be “will call”. Upon "will call" pickup, the responsibility for the goods immediately transfers to the Customer. Encore is absolved from any and all liabilities, damages, or loss once the goods are in the possession of the Customer. The Customer assumes all risks and costs associated with the transport and handling of the goods from the point of pickup.

ENERGY AND TRANSPORTATION SURCHARGE: The commercial transportation industry is subject to volatility which may result in an increase cost or contractions of shipping capacity. Encore has a commitment to the highest service levels while maintaining fair and competitive transportation rates in this extremely dynamic supply chain market. Encore will need to include such surcharges on all invoices, as appropriate, to cover these unpredicted costs. Any surcharges will be adjusted as market conditions change.

REVISIONS OR CANCELLATIONS: Once placed and accepted by Encore, a Purchase Order cannot be canceled or amended by the Customer without written consent from Encore, which may be withheld at Encore's discretion. If consent is granted, it will be subject to terms that protect Encore against losses, including but not limited to costs incurred by Encore prior to or as a result of the cancellation or change.

If the Customer attempts to cancel or change a Purchase Order without Encore's consent, in addition to any other remedies available to Encore, the Customer must make the following payments of such cancellation or change:

• The Purchase Order price, including applicable taxes, for all acquired goods and/or performed Services (including the cost of materials acquired for such goods and/or Services) related to a Purchase Order prior to Encore's receipt of the cancellation or change notice.
• All costs and expenses incurred by Encore for uncompleted items.

Encore reserves the right, at its sole discretion and without incurring liability or penalty, to cancel any order under the following circumstances:

• If Encore determines that the Customer is in violation of payment obligations or has breached these Terms and Conditions or the master supply agreement between Encore and the Customer (if one exists, whether expired or not).
• If the Customer is unable to provide financial statements as reasonably requested by Encore.
• If Encore, at its sole discretion, deems the Customer's financial condition or creditworthiness inadequate or unsatisfactory.
• If the Customer fails to promptly disclose any events that could materially adversely affect the Customer's business or financial condition to Encore.

CALIFORNIA PROP 65: The Customer is responsible for understanding and complying with California's Proposition 65 requirements if they plan to distribute goods in California. If the Customer chooses to continue purchasing bottles, Encore will fulfill the order as directed by the Customer. However, such purchases are entirely at the Customer's risk, and Encore explicitly disclaims all warranties and assumes no liability related to Proposition 65 compliance for these goods. Customers intending to distribute goods in California should consult the guidelines for compliance with California Proposition 65.

TASTE AND AROMA: Encore offers no representations or warranties with respect to taste or aroma. The Customer, by accepting the goods sold by Encore, acknowledges that wines that have been bottled using natural cork closures may occasionally exhibit taste or aroma characteristics which in the wine industry have been described as “corky.” Encore is not able to readily determine whether a particular cork which is used as a closure with the bottling of a particular wine will or will not cause that wine to exhibit a “corky” taste or aroma. Accordingly, Encore gives no representation or warranty with respect to the effect of the use of the cork being sold by Encore, or any cork supplied to the Customer external to Encore, on the wine being bottled, and any such representation and warranty is hereby expressly disclaimed.

CLOSURE COMPATABILITY: It is the Customer’s responsibility to determine the suitability of glass closures and closure liner materials for their goods. Encore disclaims any express warranties or implied warranties, including warranties of merchantability or of fitness for a particular purpose. Customer assumes all risks that merchandise purchased from Encore will be suitable for its intended use.

INSPECTION, REJECTION, AND ACCEPTANCE: Customer shall, at its own expense, inspect the goods upon receipt of merchandise delivered to the FOB shipping destination indicated on the invoice. If the Customer refuses or fails to actually inspect the goods as required in the preceding sentence, Customer shall still be considered to have inspected the goods. Customer shall have the right to reject any glass container received or a packaging item including a part of the goods that does not conform. Any such rejection must be evidenced by a written notice given to Encore within the same business day or next business day from the date of receipt or bottling of merchandise. This rejection written notice shall contain a detailed description of the reasons for the Customer's rejection of the specified goods. If Customer refuses to receive the goods from Encore or the transportation carrier, then Customer should notify Encore and share specific reasons for such rejection; Encore will communicate to Customer implications that could cause such rejection, including fees for restocking/handling, extra freight incurred and/or others. Customer will not use any goods unless it is satisfied that the goods are suitable for the Customer’s use and conform to all of its requirements. Customer also agrees to store and use all goods and services in a safe environment, satisfying requirements of food safety.

REMEDIES: Customer's sole remedies and Encore's sole liability for any excess breakage in respect of the goods that could lead to low bottling performance, as determined above, or the failure of any of the goods to conform to glass specifications or to otherwise be defective shall be limited to one of the following Encore options:

Reselection or sorting, if practical, or replacing with conforming goods the particular containers or items containing the damaged or nonconforming goods or

allowing a credit against the Customer's account in an amount equal to the price as determined on a per item basis of the particular containers or items containing the damaged or defective goods, this would be granted once Encore has validated the performance or defective rates.

The remedies provided herein shall be exclusive remedies for the Customer for any breakage, nonconformities or defects in respect of the goods. If the remedies above were promptly validated by Encore to the Customer, and that no evidence of such defect was found, Encore shall not be responsible or liable to Customer or to any user or to any third party for any economic loss, physical harm, incidental, consequential or special damages (including, without limitation, downtime, loss of profits and/or loss of business opportunities) arising from any breakage, nonconformity or defect in respect of the goods.

ALLOWANCES: If after the exercise of reasonable care, the Customer incurs excessive breakage or discovers any nonconformities in respect to the goods during the first washing, sterilizing or filling of the goods, Customer shall notify Encore of the same within 24 hours following such first filling. This notice in the form of a written claim shall contain a detailed description of the type of breakage incurred, the nonconformities discovered, and the quantity of goods affected.

Breakage affecting 1:20,000 glass bottles or less of the quantity of goods covered by this agreement shall be borne by the Customer. Additionally any glass defect out of Accepted Quality Level of the quantity of goods covered by this agreement shall, to the extent of such excess, entitle Customer in accordance with the following paragraph, to replacement goods or a credit against, as applicable, the price hereunder of such goods, provided that Customer has notified Encore of such breakage or nonconformity within such 24-hour time period. In no event shall Customer have any right or remedy against Encore with respect to any such breakage or nonconformities if a written claim is not delivered to Encore within 30 days after the date of the delivery of the goods to Customer. Delivery to Encore of such written claim within the aforesaid 30-day period is an absolute condition precedent to Customer's right to institute any action or proceeding for such breakage or nonconformities. All claims hereunder are subject to Encore's verification and Encore shall be given the opportunity to conduct, as its option, an investigation of all such claims, either by inspection at the Customer's place of business or by having the goods returned to Encore's facilities. No goods may be returned without Encore's prior written consent.

FORCE MAJEURE: No party will be liable for failure to perform or delay in performing any obligation which may arise as a result of strikes, riots, storms, fire, explosions, trade disputes, terrorism, wars (declared or undeclared), floods, government or police action, or any other cause which is beyond the reasonable control of such party (each, a "Force Majeure"); provided, however, that nothing herein will excuse the obligation to pay any amounts due and owing at the time of such event or to excuse performance of any obligations not affected in whole or in material part by such event. A party claiming a Force Majeure has occurred must promptly give notice to the other Party.

CONFIDENTIALITY: Encore and Customer shall keep confidential the features of any equipment, tools, gauges, patterns, molds, designs, drawings, engineered data, or other technical or proprietary information furnished by one to the other. In no event shall Customer or Encore use such data, designs, molds, dyes or other information supplied by or on behalf of the other, or cause others to do so without the other party's prior and written consent.

ENCORE’S WARRANTY: Encore warrants that goods will be of commercially acceptable quality and free of unacceptable defects in materials and workmanship, that all goods shall conform to the requirements of the order and that all goods shall conform to USA glass manufacturing quality standards and design specifications. This warranty shall not apply to damage resulting from (i} unreasonable use; or (ii} Customer’s negligence. Without limiting the generality of the foregoing, Encore specifically disclaims any liability or warranty for goods modified, altered or treated by Customer. Encore shall not be liable for contingent, incidental or consequential damages to persons or property.

APPLICABLE LAW: The agreement formed hereby is made under, and shall be construed and interpreted in accordance with, the substantive laws of the state of California without regard to the conflict of laws rules or principles thereof.

ARBITRATION: At the choice of the party to their Terms and Conditions of the Purchase Agreement (as represented by the presented orders, order acknowledgements or invoices) who files the initial action regarding any past, present or future dispute, claim or controversy arising out of or relating to the Purchase Agreement or the existence, scope, breach, termination, enforcement, interpretation or validity of the Purchase Agreement or this arbitration clause herein, such action shall be filed in and determined by a court of appropriate jurisdiction in any county in California, or by binding arbitration before one arbitrator under either JAMS Rules and Procedures or under American Arbitration Association Commercial Arbitration Rules including the Optional Rules for Emergency Measures of Protection. Judgment on an arbitration award may be entered in any court having jurisdiction. This arbitration clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The court or arbitrator shall award to the prevailing party all of its costs and fees in any action to enforce the provisions of these Terms and Conditions as it pertains to the Purchase Agreement. “Costs and fees” include all reasonable pre-award expenses of an action to enforce the Purchase Agreement, including arbitrator’s fees, administrative fees, travel expenses, court costs, witness and attorney fees and all out-of-pocket expenses. The Purchase Agreement shall be interpreted in accordance with the laws of the State of California and shall be governed by the Federal Arbitration Act.

GENERAL: This document, when executed by Encore, together with any additional instruments executed by Encore pertaining to the goods covered hereby, constitutes the entire agreement and understanding between Encore and its Customer with respect to the goods covered and the transaction contemplated hereby and supersedes all prior written or oral understandings, agreements, statements, representations or warranties relating to the goods or the transaction contemplated hereby. Neither this agreement or any provision hereof shall be amended, modified, released or waived except by written instrument executed by each of the parties hereto which specifically addresses such amendment, modification, release or waiver.

Encore's agreement to sell the goods covered by this agreement is expressly made conditional on Customer's assent to all of the Terms and Conditions in this agreement. No other Terms and Conditions shall apply unless specifically accepted by Encore in writing. Customer's assent is conclusively established by Customer's acceptance of any goods shipped under this agreement. In the event Customer offers to purchase from Encore the goods covered by this agreement and Encore's acceptance, through this document, states Terms and Conditions additional to or different from those offered by Customer, Encore's acceptance is expressly made conditional on Customer's consent to the additional and different Terms and Conditions contained in this document. Encore warrants that it has title to the goods sold hereunder, provided, to the extent that the goods are manufactured or purchased in accordance with designs, specifications or instructions provided by the Customer to Encore. Encore does not warrant that the goods will be free from infringement of any United States or foreign letters patent, and Customer shall indemnify, defend and hold harmless Encore from and against any claim for infringement of any United States or foreign letters patent, trademark or other propriety interest on account of Encore's use or application of such designs, specifications and/or instructions provided by the Customer to Encore.

Other than the express warranty of title set forth above, Encore makes no express warranties with respect to the goods. All implied warranties existing under the law with respect to the sale of the goods or the transaction contemplated hereby are expressly disclaimed and negated without limiting the foregoing. Encore negates and disclaims any implied warranty of merchantability and any implied warranty of fitness for a particular purpose.

Customer acknowledges the foregoing disclaimers, and that Customer has not relied upon and that no employee, agent or any other party acting on behalf of Encore has made any statement, representation or warranty regarding the goods or the transaction contemplated hereby. Failure of Encore to insist on compliance with any provision of these Terms and Conditions shall not be considered as a waiver by Encore of subsequent compliance with the same or any other provision hereof.

Encore shall not be liable for any breach of these Terms and Conditions or of any duty or obligation arising out of or related to these Terms and Conditions in any amount in excess of the net contract price of the goods with respect to which such breach occurs, and in no event shall Encore be liable or responsible to Customer or any third party for loss of goods or for incidental, consequential or special damages. The invalidity of any of the provisions hereof shall not serve to invalidate the remaining provisions of these Terms and Conditions. The rights and remedies herein reserved to Encore shall be cumulative and in addition to any other rights and remedies provided by law. Customer's rights and obligations under these Terms and Conditions may not be assigned or transferred without the express written consent of Encore. Customer shall indemnify, defend and hold harmless Encore from and against any and all claims, demands or actions relating to the goods covered or the transaction contemplated hereby asserted against Encore and based on any express or implied warranty described as being disclaimed or negated hereunder by Encore, or which are otherwise based on any obligation disclaimed, waived or released herein, whether asserted by Customer or any third party.

Encore reserves the right to revise and update these Terms and Conditions at Encore’s discretion. Any such updates will take immediate effect. It is the Customer’s responsibility to periodically check the website, as these updated terms will be legally binding for the Customer.