United States Terms of Sale

1PARTIES, SCOPE AND CONSUMER RIGHTS

read this section first

1.1 The Seller. The seller of all Products sold in the United States under these terms is AUTOOL USA, INC., a California corporation with its

principal place of business at 25551 Whitesell Street, Hayward, CA 94545 (“Autool”, “we”, “us”). Autool USA is a subsidiary of ShenZhen AUTOOL

Technology Co., Ltd. The parent company is not the seller under these terms and is not a party to your purchase from us.

1.2 The Buyer. “Buyer” or “you” means the person or entity that places an order with Autool. “Products” means the automotive diagnostic,

service and shop equipment, parts, accessories and consumables Autool sells.

1.3 These terms replace earlier published terms. They supersede every earlier terms-of-sale, delivery, return or warranty statement published

on autoolusa.com, and they supersede any terms published by any affiliate to the extent those terms purport to govern a sale made by Autool

USA. If you see older terms still displayed anywhere, these control.

1.4 Consumer rights are not waived. Where you buy a Product for personal, family or household use, you have rights under the California

Song-Beverly Consumer Warranty Act and the federal Magnuson-Moss Warranty Act. California Civil Code section 1790.1 makes any waiver

of those rights unenforceable and void. Nothing in these terms waives, limits or conditions them, and where any provision here would conflict

with them, those rights prevail and the provision does not apply to you.

1.5 Most of our sales are commercial. Sections that apply only to commercial buyers are marked. Where a section is not marked, it applies to

all buyers subject to section 1.4.

2ORDERS AND ACCEPTANCE

2.1 A quotation is not an offer that can be accepted to form a contract unless it says so and states an expiry date. Quotations expire thirty (30)

days after issue unless stated otherwise.

2.2 An order becomes a contract when Autool accepts it in writing by order acknowledgement, invoice or shipment. Autool may decline any

order, in whole or in part, including after a quotation has been given, where the Product is unavailable, the price was stated in error, the Buyer's

account is on credit hold, or the order cannot lawfully be filled.

2.3 Your purchase order terms do not apply. Autool accepts orders on these terms only. Any additional or different terms printed on or

referenced by a Buyer purchase order, portal, invoice-matching document or vendor agreement are rejected and are not part of the

contract, even where Autool acknowledges, fills or invoices the order without objecting to them. Where a Buyer requires its own master vendor

terms, those terms apply only if Autool signs them.

2.4 Changes and cancellation. An accepted order may be changed or cancelled only with Autool's written agreement. Goods already shipped

are governed by the return rules in section 9. Special-order, custom-configured and factory-direct orders cannot be cancelled once

released to production or shipment.

2.5 Errors. Autool may correct a clerical, typographic or pricing error at any time before shipment. If a corrected price is materially higher, the

Buyer may cancel the affected line without charge.

3PRICES AND TAXES

3.1 Prices are in United States dollars and are Ex Works Hayward. They exclude freight, insurance, duties, tariffs, taxes, liftgate, inside delivery,

residential delivery, redelivery, storage and any accessorial charge.

3.2 Price changes. Published and quoted prices may change. The price that applies is the price in effect on the date Autool accepts the order.

Where a Buyer holds a written price-protection commitment in a signed agreement, that commitment controls.

3.3 Taxes. Prices exclude sales, use, excise, gross receipts and similar taxes. Autool will add any tax it is required to collect. A Buyer claiming

an exemption must give Autool a valid, signed resale or exemption certificate before the order ships. Where a certificate is later found

invalid, the Buyer reimburses Autool for the tax, interest and penalties assessed.

3.4 Tariffs and extraordinary cost. Where a tariff, duty, trade measure or statutory charge is newly imposed or increased on a Product or its

components after Autool accepts an order and before it ships, Autool may pass the increase through on written notice. The Buyer may cancel the

unshipped balance of that order within ten (10) business days of the notice instead of accepting the increase.

4PAYMENT

4.1 Default terms are prepayment by wire transfer or ACH before shipment. Credit terms are available only to approved accounts under AU-FIN-

CR-01 and are stated on the order acknowledgement.

4.2 Approved credit terms are Net 30 days from invoice date unless the acknowledgement states otherwise. There is no discount for early

payment.

4.3 Late payment. Interest accrues on any past-due balance at one and one-half percent (1.5%) per month, or the maximum rate permitted by

California law if lower, from the due date until paid.

4.4 Credit hold. An account thirty (30) days past due goes on credit hold. Autool may withhold shipment of accepted orders, including orders

unrelated to the past-due invoice, until the account is current. Autool may also require prepayment, reduce or withdraw a credit limit, or require

security, where the Buyer's financial condition or payment record warrants it.

4.5 No set-off. The Buyer pays each invoice in full when due and may not withhold, deduct or set off any amount against an unrelated claim,

dispute, chargeback or allowance that Autool has not approved in writing. An approved credit memo is applied against the account; it is not a cash

refund.

4.6 Collection. Where Autool refers a past-due account for collection or brings suit to collect it, the Buyer pays Autool's reasonable attorney's fees

and costs. California Civil Code section 1717 makes this right reciprocal, so a Buyer who prevails on a contract claim recovers its fees on the

same basis.

4.7 Credit cards are not accepted for commercial orders on terms. Where Autool accepts a card for a consumer or prepay order, the card is

charged at the time the order is accepted.

5CREDIT AND SECURITY INTEREST

commercial buyers

5.1 Purchase money security interest. Until the Buyer has paid in full for a Product, Autool retains a purchase money security interest in

that Product and in its proceeds under the California Uniform Commercial Code. The Buyer authorizes Autool to file a UCC-1 financing

statement describing the Product and its proceeds, and will sign any document and provide any information Autool reasonably needs to perfect

that interest.

5.2 Why this matters. An unperfected retention of title is not enforceable against a third party. Autool perfects rather than relying on a title clause

alone, and does so openly so that a Buyer's own lender can see the position.

5.3 Financial information. Where the Buyer holds credit terms, Autool may require updated financial statements, a current credit application or a

trade reference check at an annual review or on a limit increase request. AU-FIN-CA-01 is the form.

6DELIVERY, TITLE AND RISK

the same answer everywhere in our documents

6.1 Delivery is Ex Works Hayward, California (Incoterms 2020). Title and risk of loss pass to the Buyer when Autool places the Product at

the Buyer's disposal at our Hayward facility, whether or not the Buyer or its carrier collects it then.

6.2 Freight. Where Autool arranges transport as a convenience, it does so as the Buyer's agent and at the Buyer's cost and risk. Arranging

freight does not change the delivery term, does not make Autool the shipper of record for risk purposes, and does not make Autool responsible for

the carrier's acts.

6.3 Carrier damage and shortage is a claim against the carrier, not against Autool. The Buyer must note damage and shortage on the

delivery receipt or bill of lading at the time of delivery. Autool will supply the dispatch documentation, packing list, weights and photographs needed

to support the claim. Section 7 states the deadlines.

6.4 Delivery dates are estimates. Autool will use reasonable efforts to meet a stated date. Autool is not liable for any loss, cost or penalty

arising from late delivery, and late delivery is not a ground to cancel an accepted order unless Autool fails to deliver within sixty (60) days after

the estimated date, in which case the Buyer may cancel the undelivered balance.

6.5 Partial shipment. Autool may ship in installments and invoice each separately.

6.6 Storage. Where the Buyer fails to collect or accept a Product within ten (10) business days of notice that it is ready, Autool may store it at the

Buyer's cost and risk or arrange shipment at the Buyer's cost.

7INSPECTION AND CLAIMS

the deadlines, by claim type

7.1 The Buyer must inspect each shipment on arrival and notify Autool within the applicable period below. A claim made after its period has run

is denied, except where a longer period is required by law or by the Limited Warranty Policy. Business days are Autool's business days,

excluding weekends and United States federal holidays.

NOTIFY AUTOOL

# CLAIM HOW

WITHIN

1 Visible transit damage or shortage 2 business days of Noted on the delivery receipt at delivery, then reported

delivery with photographs

2 Concealed transit damage 5 business days of Keep all packaging for carrier inspection

delivery

3 Wrong, missing or non-conforming item 10 business days of With the order number, packing list and photographs

delivery

4 Dead on arrival — a Product that does not function 5 business days of Warranty claim under AU-OPS-WR-01, handled as a

on first use delivery priority

7.2 Acceptance. Subject to section 1.4 and to the Limited Warranty Policy, a Product is accepted when the applicable period above has run

without notice. This section does not shorten the warranty period and does not apply to a defect that could not reasonably have been found by

the inspection described.

7.3 Remedy for a confirmed claim. Where Autool confirms a claim under this section, Autool will at its option repair, replace, or credit the

affected Product, and will pay the return freight. Where Autool does not confirm it, the cost and risk of return are the Buyer's.

7.4 Consumers. If you bought for personal, family or household use, the periods in 7.1 are our service commitments to you and they do not limit

your rights under California or federal law. See AU-OPS-RT-01 for the consumer return window.

8WARRANTY

the full terms are in AU-OPS-WR-01

8.1 Express limited warranty. Autool warrants each Product against defects in material and workmanship for three (3) years on the main unit

and one (1) year on accessories, hoses, probes, cables, batteries and wear parts, from the date of delivery to the first end user. The complete

terms, exclusions and claim procedure are in AU-OPS-WR-01 Limited Warranty Policy, which forms part of these terms.

8.2 Implied warranties are not disclaimed. Because Autool gives a written warranty, 15 U.S.C. section 2308(a) forbids disclaiming any

implied warranty and section 2308(c) makes the attempt ineffective. California Civil Code section 1793 prohibits it outright. Autool does not

disclaim implied warranties.

8.3 Duration of implied warranties. As federal law permits, implied warranties are limited in duration to the duration of the written warranty in

8.1. For consumer goods sold in California, Civil Code section 1791.1(c) sets the implied warranty of merchantability at one (1) year where

the express warranty runs at least that long, and that period cannot be shortened.

8.4 Channel. Warranty service is provided on Products bought from Autool USA or from a seller listed on AU-SAL-AC-01 Authorized Channel

Schedule. Until that Schedule is published, Autool honors warranty claims regardless of where the Product was bought, provided the

Product is genuine and the serial number is intact.

8.5 No other warranty. Except as stated in 8.1 to 8.3 and in AU-OPS-WR-01, Autool gives no other express warranty. No employee, dealer or

agent may vary the warranty, and no statement in marketing material, a manual, a quotation or a conversation creates one.

9RETURNS

9.1 Nothing comes back without an RMA number. Autool issues it, it goes on the outside of every carton, and it expires. A shipment arriving

without a valid RMA number is refused at the dock and returns at the sender's expense.

9.2 Consumers: see AU-OPS-RT-01 Consumer Return Policy, which gives a 30-day return right on Products bought for personal, family or

household use.

9.3 Commercial buyers: see AU-OPS-RMA-01 Returns and Stock Adjustment. In summary — a defective Product is a warranty claim; a non-

defective Product may be returned within thirty (30) days of delivery, unopened and in resalable condition, subject to a fifteen percent (15%)

restocking fee and return freight at the Buyer's cost; stock adjustment rights exist only where a signed agreement grants them.

9.4 Not returnable: special-order and custom-configured Products, Products altered or repaired by anyone other than Autool or its authorized

service provider, refrigerant and other hazardous consumables once opened, and Products returned without their original packaging and complete

accessories.

9.5 Credit. An approved return is credited to the account at the net price actually paid, within ten (10) business days of inspection. A credit

memo references the RMA number and the original purchase order number.

10LIMITATION OF LIABILITY

read this with section 1.4

10.1 Consequential damages. Except as stated in 10.3, neither party is liable to the other for lost profit, lost revenue, loss of use,

downtime, loss of data, cost of substitute equipment, or indirect, incidental, special or consequential damages, whether in contract, tort or

otherwise, even if advised of the possibility. This limitation is mutual.

10.2 Cap. Except as stated in 10.3, Autool's total liability arising out of or relating to a Product is limited to the greater of the purchase

price actually paid for that Product or the amount recoverable under Autool's applicable insurance.

10.3 What is never limited. Nothing in this section limits liability for personal injury or death, for fraud or willful misconduct, or for any liability

that cannot lawfully be limited. California Commercial Code section 2719(3) makes a limitation of consequential damages for personal

injury on consumer goods prima facie unconscionable, and section 10.1 therefore does not apply to such a claim. Section 1.4 governs any

conflict with a consumer's statutory rights.

10.4 Why the cap is written this way. A cap that reaches too far can lose the protection a proportionate one would have kept. Autool states a

proportionate cap and carves out what the law does not allow it to limit, so that the limitation stands where it is meant to.

10.5 Time to bring a claim. Except for a claim for personal injury or a consumer claim under section 1.4, any action arising out of a sale must be

commenced within two (2) years after the cause of action accrues.

11INSTALLATION, TRAINING AND SAFE USE

11.1 Installation is the Buyer's responsibility unless Autool has agreed in writing to perform or supervise it. Lifts, compressors, pressurized

equipment and equipment requiring electrical connection must be installed by a qualified person and in accordance with the manual, the

manufacturer's instructions and applicable code.

11.2 Site conditions. The Buyer is responsible for floor thickness and condition, anchorage, ceiling height, electrical supply, ventilation, drainage

and any permit or inspection its jurisdiction requires. Autool does not inspect or certify a site.

11.3 Read the manual and keep it. Each Product ships with a manual containing safety instructions, capacity limits and maintenance

requirements. Operating a Product outside those limits, or without the guards, interlocks and personal protective equipment the manual

specifies, voids the warranty for the resulting damage and is unsafe.

11.4 Periodic inspection. Lifting equipment and pressure equipment require periodic inspection and maintenance as the manual and applicable

standards require. The Buyer is responsible for performing and recording it.

11.5 Training. Where Autool provides training, it is provided as a courtesy or for the stated fee and does not transfer responsibility for safe

operation, supervision or workplace compliance to Autool.

12COMPLIANCE, EXPORT AND PROPOSITION 65

12.1 Each party complies with applicable law in performing the contract, including anti-bribery, trade sanctions, export control and data

protection law.

12.2 Export. Products and related technical data may be subject to United States export control law. The Buyer will not export, re-export,

divert or transfer a Product to any country, entity or person prohibited under those laws, and will obtain any license required. This obligation

survives delivery.

12.3 Proposition 65. Where a Product requires a California Proposition 65 warning, that warning is provided on the Product, on its packaging or

on the product page. A Buyer reselling a Product in California must pass the warning through to its own customer and must not remove or

obscure it.

12.4 Refrigerant and hazardous materials. Equipment handling refrigerant must be operated by a technician certified under section 608 of the

federal Clean Air Act where that rule applies. The Buyer is responsible for lawful handling, recovery, storage and disposal of refrigerant, oil,

solvents and batteries, and for any shipping classification and declaration those materials require.

12.5 Recall cooperation. Where Autool issues a safety notice, service bulletin or recall affecting a Product, the Buyer will cooperate promptly

— stopping sale or use of affected units, passing the notice to its own customers where it has resold them, and providing serial numbers and

shipment records Autool needs to trace affected units. Autool's procedure is AU-OPS-RC-01.

13RESALE AND CHANNEL

commercial buyers

13.1 Resale price is the Buyer's own decision. Nothing in these terms obliges a Buyer to sell at or above any price. Autool separately

publishes AU-SAL-MAP-01 Minimum Advertised Price Policy, a unilateral policy about advertising. It is not a term of these terms of sale, it is

not an agreement, and failing to observe it is not a breach of these terms.

13.2 Genuine goods and markings. A Buyer reselling a Product must sell it as genuine Autool product, in its original packaging, with its serial

number, labels, warnings and documentation intact. Removing or altering a serial number, a safety label or a Proposition 65 warning, or

rebranding a Product under another name, is not permitted and ends any warranty support Autool would otherwise give on that unit.

13.3 Authorized channels. Autool publishes AU-SAL-AC-01 Authorized Channel Schedule, which lists the sellers from whom a buyer can

purchase with Autool USA warranty support. Section 8.4 states what applies until that Schedule is published.

13.4 Trademarks. A Buyer may use the Autool name and marks to advertise and resell genuine Products it has bought, and for no other purpose.

It may not register or apply to register any Autool mark, any confusingly similar mark, or a domain or storefront name that implies it is Autool or an

official Autool store unless Autool has agreed in writing.

14FORCE MAJEURE

14.1 Neither party is liable for delay or failure to perform, other than a payment obligation, caused by an event beyond its reasonable control —

including act of God, fire, flood, earthquake, epidemic, war, civil unrest, terrorism, labor dispute, carrier failure, port closure, cyber incident,

shortage of materials or components, act of government, tariff or trade measure, or failure of utilities or telecommunications.

14.2 The affected party gives prompt written notice and resumes performance as soon as it reasonably can. Where the event continues for more

than ninety (90) days, either party may cancel the affected unshipped orders without liability other than refunding amounts paid for Products not

delivered.

14.3 Allocation. Where supply is short, Autool may allocate available Products among its customers on a basis it considers fair and is not liable

for doing so.

15CONFIDENTIALITY AND INTELLECTUAL PROPERTY

15.1 Confidential information. Pricing, discount structures, price schedules, software, firmware, engineering data and customer information

disclosed by either party and identified as confidential, or that would reasonably be understood to be confidential, is used only for the contract and

is not disclosed to a third party. This obligation runs for three (3) years from disclosure and does not apply to information that is public,

independently developed, lawfully received from another source, or required to be disclosed by law.

15.2 Intellectual property stays with its owner. Sale of a Product transfers the Product. It does not transfer or license any patent, copyright,

trademark, design right, firmware or software right, except for the limited right to use the firmware and software embedded in that unit, as

delivered, for its intended purpose.

15.3 Software and firmware. Embedded software is licensed, not sold. It may not be copied, reverse-engineered, decompiled, modified or

extracted except to the extent that restriction is unenforceable under applicable law.

15.4 Feedback. Where a Buyer gives Autool suggestions about a Product, Autool may use them without obligation or payment. This does not

affect the Buyer's own confidential information.

16GOVERNING LAW, VENUE AND DISPUTE RESOLUTION

16.1 Governing law. These terms and any sale under them are governed by the laws of the State of California, without regard to its conflict-of-

laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Venue. Any action arising out of or relating to these terms or a sale under them is brought in the state or federal courts located in

Alameda County, California, and each party consents to the personal jurisdiction of those courts. This applies equally to both parties.

16.3 Before filing. The parties will first attempt to resolve a dispute by direct discussion between people with authority to settle it, for thirty (30)

days after written notice of the dispute. This does not prevent either party from seeking injunctive relief, or from acting to protect a security interest

or a payment claim.

16.4 Consumers. Section 16.2 does not require a consumer to litigate in a forum that is unreasonable for them, and it does not waive any right

a consumer has to bring a claim in small claims court or to the remedies available under California consumer law. See section 1.4.

17GENERAL

17.1 Order of precedence. Where a conflict arises, the following order applies: (a) a signed written agreement between Autool and the Buyer; (b)

Autool's written order acknowledgement for the order in question; (c) these terms; (d) Autool's published policies referenced here.

17.2 Entire agreement. These terms, together with the documents listed in 17.1, are the entire agreement on their subject and replace all earlier

discussions, quotations and understandings.

17.3 No waiver. A failure or delay in enforcing a provision is not a waiver of it. A waiver is effective only if given in writing by an authorized officer

of Autool.

17.4 Severability. If a provision is held unenforceable, it is modified to the minimum extent needed to make it enforceable, or severed if it cannot

be, and the rest remains in force.

17.5 Assignment. The Buyer may not assign the contract or any right under it without Autool's written consent. Autool may assign to an affiliate or

in connection with a sale of its business.

17.6 Notices. Written notice to Autool goes to AUTOOL USA, INC., 25551 Whitesell Street, Hayward, CA 94545, with a copy to

[email protected]. Notice to the Buyer goes to the address or email on its order or account record.

17.7 Survival. Sections 4, 5, 10, 12, 15, 16 and 17 survive completion or cancellation of an order.

17.8 Changes to these terms. Autool may change these terms. The version in effect on the date Autool accepts an order governs that order. The

current version and its effective date are published at autoolusa.com.

AU-LEG-TS-01 Rev. A, effective 7 October 2026, published by AUTOOL USA, INC., 25551 Whitesell Street, Hayward, CA 94545. These terms supersede all earlier

terms of sale published on autoolusa.com. Where a signed agreement between Autool USA and a buyer conflicts with these terms, the signed agreement controls for

that account.