(B2B Supplement)

1. Scope and Incorporation

These Supplemental Terms for Quoted and Enterprise Orders (the “B2B Supplement”) apply to all Business/Commercial Orders placed with Bitworks LLC (“Bitworks”). A “Business/Commercial Order” means any purchase by a customer acting in a business, commercial, or governmental capacity, and any purchase of configured, build-to-order, special-order, or enterprise hardware, in each case regardless of the channel through which the order is placed (including orders placed through the website store and orders placed pursuant to a written quotation). This B2B Supplement is incorporated into, and supplements, the Bitworks Terms and Conditions (the “Baseline Terms”).

In the event of any conflict, the order of precedence is: (1) the terms stated on the applicable Bitworks quotation (if any); (2) this B2B Supplement; and (3) the Baseline Terms. Capitalized terms not defined here have the meaning given in the Baseline Terms. “OEM” means the original equipment manufacturer or component vendor of a product (for example, NVIDIA, Dell, Lenovo, Supermicro, or their suppliers). By placing a Business/Commercial Order, Customer represents that it is acting in a business, commercial, or governmental capacity.

2. Quotations

Quotations are valid through the expiration date stated on the quotation and are based on the latest cost and availability information available to Bitworks at the time of issuance. Quantities, configurations, and availability are subject to confirmation at the time of order acceptance. Confirmation of receipt of a Customer purchase order does not constitute acceptance; an order is accepted only when Bitworks confirms acceptance in writing or commences fulfillment.

3. Pricing and Adjustments

Pricing on a quotation is valid through the date indicated and is based on the latest cost information available to Bitworks at the time of issuance. Bitworks is a reseller and does not set OEM or component pricing; any cost increases imposed by an OEM or by other supply-side factors will be passed through to the Customer at actual cost. All pricing remains subject to change up until shipment for any reason beyond Bitworks’ reasonable control, including but not limited to: tariffs, duties, taxes, or import/export regulations imposed by government authorities; OEM or component vendor price adjustments; shortages of GPUs, memory, networking, or other materials; currency fluctuations; and changes in freight, logistics, or manufacturing costs. Bitworks reserves the right to reprice or cancel any order — even after a purchase order has been accepted — if such cost changes occur prior to shipment.

Unless explicitly stated otherwise, quoted prices do not include any applicable taxes, duties, tariffs, or additional fees, which are the responsibility of the Customer except to the extent valid exemption documentation acceptable to Bitworks is provided. All prices are quoted in U.S. dollars unless otherwise stated.

4. Payment Terms

Payment terms are as stated on the applicable invoice or quotation. Unless otherwise agreed in writing, a deposit may be required at the time of order, with the balance due prior to shipment. Past-due balances accrue interest at the rate of 1.5% per month, or the maximum rate permitted by applicable law, whichever is lower, on the undisputed overdue balance. Customer is responsible for reasonable costs of collection, including attorneys’ fees, on overdue amounts. Bitworks may reserve a purchase-money security interest in hardware products until Bitworks receives payment of all amounts due.

5. Delivery and Lead Times

Estimated lead times are estimates only and depend on on-time deliveries from the OEM. Market fluctuations, component allocation, compliance processing, and other factors may cause delivery dates to change. Bitworks is not liable for delays in delivery to the extent caused by factors beyond its reasonable control.

6. Title and Risk of Loss

Title to hardware passes to Customer upon shipment from Bitworks or the OEM. Risk of loss in transit transfers to Customer upon shipment and is the responsibility of Customer, unless Customer has separately purchased shipping insurance through Bitworks for the shipment, in which case Bitworks’ liability for loss or damage in transit is limited to the coverage provided by such insurance. Bitworks is not responsible for loss or damage occurring during transit on uninsured shipments, regardless of who arranges the carrier.

7. Product Substitution

Bitworks reserves the right to fulfill orders with components of equivalent or superior functionality and performance in the event of OEM changes or component-level substitutions.

8. Force Majeure

Bitworks shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of nature, fire, flood, earthquake, war, terrorism, riots, civil disorder, epidemic, government action, export restrictions, court orders, OEM or supply-chain disruptions, component shortages, communication or power failures, or labor or transportation interruptions.

9. Non-Cancellable, Non-Refundable (NCNR)

Business/Commercial Orders are Non-Cancellable and Non-Refundable once accepted. Configured, build-to-order, special-order, and enterprise hardware is not eligible for return or refund. In the event a Business/Commercial Order cannot be completed due to failed compliance processing through no misrepresentation by Customer (as described in Section 11), deposits will be refunded in full. Where the Baseline Terms’ Return Policy and this Section conflict, this Section controls for Business/Commercial Orders.

10. Warranties

Hardware products are covered by the applicable OEM’s warranty. Bitworks passes through manufacturer warranties to the Customer to the extent permitted by each OEM, and warranty claims for hardware are administered in accordance with the applicable OEM warranty terms. Bitworks does not independently warrant OEM hardware beyond the pass-through of the OEM warranty. Except for the OEM warranty pass-through described above, and to the maximum extent permitted by law, products and services are provided “as is” and “as available” without warranties of any kind, including implied warranties of merchantability and fitness for a particular purpose. Software, services, and third-party products are provided by their respective providers and may carry their own warranties.

11. Export Compliance and End-User Obligations

Products sold by Bitworks may be subject to the export-control and sanctions laws of the United States and other governments, including the Export Administration Regulations (EAR) administered by the U.S. Bureau of Industry and Security (BIS) and sanctions programs administered by the U.S. Office of Foreign Assets Control (OFAC).

Customer shall comply with all applicable export-control, re-export, sanctions, and anti-diversion laws and regulations. Customer represents and agrees that it will not sell, export, re-export, transfer, divert, or otherwise dispose of any product, directly or indirectly, in violation of such laws, and will not provide products to any restricted or denied party or for any prohibited end use (including prohibited military, intelligence, or weapons-related end uses) or to any embargoed or restricted destination, without required government authorization.

As a condition of sale, Bitworks may require, and Customer agrees to provide, end-user verification and screening, an End-User Compliance form, a Data Center Attestation Letter, identification of the end user, end use, ownership, and destination, and may require a data center visit prior to release of hardware. Customer must respond to any request for information (RFI) within one (1) business day to avoid shipment delays. Bitworks may refuse, suspend, delay, or unwind any shipment, and may withhold release of hardware, where Bitworks determines in its discretion that doing so is necessary to comply with applicable law or to complete compliance screening. Bitworks may collect, process, and share end-user, end-use, ownership, and destination information, and related compliance documentation, with OEMs, suppliers, carriers, and government authorities as necessary to fulfill an order and comply with applicable law.

12. Customer Representations and Damages from Misrepresentation

Customer represents and warrants that all information provided to Bitworks in connection with an order — including but not limited to end-user identity, end use, destination, data center location, ownership, intended deployment, and export compliance documentation (including End-User Compliance forms, Data Center Attestation Letters, and responses to RFIs) — is true, complete, and accurate at the time of submission and at the time of shipment. Customer shall promptly notify Bitworks in writing of any change to such information prior to shipment.

In the event that Customer’s misrepresentation, omission, or failure to update such information results in damages to Bitworks — including but not limited to OEM restocking fees, freight and return-freight charges, compliance remediation costs, lost allocation, recall expenses, or penalties — Customer shall be liable for such damages, which Bitworks may recover through partial or full forfeiture of Customer’s deposit and, if damages exceed the deposit, through invoice for the balance. This provision survives cancellation of the order.

13. Limitation of Liability

To the maximum extent permitted by law, in no case shall Bitworks or its directors, officers, employees, affiliates, agents, contractors, suppliers, service providers, or licensors be liable for any indirect, incidental, punitive, special, or consequential damages of any kind, including without limitation lost profits, lost revenue, lost savings, loss of data, or replacement costs, whether based in contract, tort (including negligence), strict liability, or otherwise, arising from a Business/Commercial Order or any product, even if advised of the possibility of such damages. Except for liability arising from bodily injury or damage to tangible property caused by Bitworks’ gross negligence or willful misconduct, Bitworks’ total aggregate liability arising out of or relating to a Business/Commercial Order shall not exceed the amount Customer paid for the product or service giving rise to the claim.

14. Indemnification

Customer agrees to indemnify, defend, and hold harmless Bitworks and its affiliates, officers, directors, agents, contractors, licensors, service providers, suppliers, and employees from any claim or demand, including reasonable attorneys’ fees, arising out of Customer’s breach of this B2B Supplement, Customer’s violation of any export-control, sanctions, or other law, or Customer’s breach of the representations in Section 12.

15. Governing Law and Dispute Resolution

This B2B Supplement shall be governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict-of-law principles. Subject to the optional arbitration provision below, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Madison County, Alabama. In any action to enforce this B2B Supplement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs. Neither party may bring an action arising out of or related to a Business/Commercial Order more than two (2) years after the cause of action arose. [FOR COUNSEL: Alabama’s default limitation period for written contracts is six (6) years; confirm whether to retain this shortened two-year period. Confirm whether to adopt the optional binding-arbitration clause used in the Baseline Terms.]

16. General

If any provision of this B2B Supplement is held unlawful, void, or unenforceable, that provision shall be enforced to the fullest extent permitted by law and the remainder shall continue in effect. The terms stated on the applicable quotation, this B2B Supplement, and the Baseline Terms constitute the entire agreement between the parties with respect to a Business/Commercial Order and supersede any prior agreements, communications, and proposals. Bitworks’ failure to enforce any provision is not a waiver. Questions should be sent to [email protected] or to Bitworks LLC, 475 Providence Main St, Suite 403, Huntsville, AL 35806.