SHARROW MARINE LLC

TERMS AND CONDITIONS OF SALE

Effective Date: June 18, 2026

These Terms and Conditions of Sale ("Terms") govern every quotation, order, sale, evaluation, exchange, warranty replacement, and other supply of products or services by Sharrow Marine LLC ("Seller") to the purchaser identified in the applicable order, invoice, quotation, or sales confirmation ("Purchaser"). By submitting an order, paying an invoice or deposit, clicking or otherwise indicating acceptance, directing Seller to begin engineering, procurement, manufacture, or shipment, accepting delivery, or using a Product, Purchaser agrees to these Terms. Any additional or different terms proposed by Purchaser are rejected and will not bind Seller unless expressly accepted in a writing signed by an authorized representative of Seller. If Purchaser is a consumer, nothing in these Terms limits any right or remedy that cannot lawfully be waived.

IMPORTANT INVENTORY DISCLOSURE

Unless the applicable order confirmation states otherwise, Seller may fulfill an order with a new, previously manufactured, factory-tested, or customer-evaluated SHARROW™ propeller that has been inspected and certified by Seller as meeting Seller’s applicable functional and cosmetic standards. A customer-evaluated propeller may have been installed and operated for limited fitment or performance evaluation for up to 30 days before final acceptance. Seller will not place a Product into Sharrow Certified Inventory if Seller determines that the Product requires material repair, refurbishment, reconditioning, or correction of material damage, unless that condition is separately disclosed before sale. Sharrow Certified Inventory is sold at Seller’s standard price and receives the same Lifetime Limited Warranty as other eligible SHARROW™ propellers.

1. PRIVACY POLICY

Seller's collection, use, storage, and disclosure of personal information are governed by the Privacy Policy posted on Seller's website, which is incorporated into these Terms by reference. Payment card transactions may be processed by third-party payment processors. Seller uses commercially reasonable safeguards, but no electronic transmission or storage system can be guaranteed to be completely secure. If these Terms conflict with the Privacy Policy concerning personal information, the Privacy Policy controls.

2. SHIPMENT AND DELIVERY

Seller will use reasonable commercial efforts to deliver Products in the quantities and within the timeframes stated in the applicable order or sales confirmation. Unless Seller expressly guarantees a delivery date in a signed writing, all manufacturing and delivery dates are estimates. A delay that is not caused by Seller's willful misconduct will not constitute a breach, and Seller will not be liable for incidental, consequential, or other damages caused by delay.

Purchaser is responsible for transportation, insurance, duties, customs charges, brokerage charges, and similar costs unless the order confirmation states otherwise. Seller may arrange shipment at Purchaser's expense. Expedited shipment will be used only at Purchaser's request and expense. For Products not subject to Section 4, risk of loss or damage passes to Purchaser when Seller delivers the Product to the carrier, unless the order confirmation states otherwise. For an Evaluation Product governed by Section 4, risk of loss and title remain with Seller until Final Acceptance, except that Purchaser is responsible for loss, theft, damage, misuse, alteration, or damage occurring while the Product is in Purchaser’s possession or control or during return transit after Seller issues an RMA, to the fullest extent permitted by applicable law.. Purchaser must promptly inspect each shipment and preserve all packaging and evidence relating to shipping damage.

3. TITLE TO PRODUCTS

Except as stated below for an Evaluation Product, title to a Product remains with Seller until Seller has received payment in full. Seller may suspend work or shipment, cancel the unperformed portion of an order, or exercise any right available under the Michigan Uniform Commercial Code if Purchaser fails to pay when due.

Notwithstanding advance payment, title to a Product delivered under Section 4 for fitment and performance evaluation does not pass to Purchaser until Final Acceptance under Section 4. Payment collection, installation, and authorized evaluation use do not by themselves constitute Final Acceptance. Before Final Acceptance, Purchaser may possess and operate the Product only for the evaluation authorized by these Terms and may not sell, lease, pledge, encumber, transfer, or materially alter it. The parties intend that, before Final Acceptance, an Evaluation Product is held on approval and is not subject to claims of Purchaser’s creditors to the extent provided by applicable law, as modified by these Terms to the fullest extent permitted by law.

4. 30-DAY FITMENT AND PERFORMANCE EVALUATION PROGRAM

4.1 Eligible Products and Evaluation Period. Unless Seller states otherwise in writing, a SHARROW™ propeller purchased directly from Seller is eligible for the 30-Day Fitment and Performance Evaluation Program (the "Evaluation Program"). The evaluation period begins on the date the Product is delivered to Purchaser and ends 30 calendar days later (the "Evaluation Period"). Other products, accessories, custom prototypes, and specially identified nonreturnable items are eligible only if Seller agrees in writing. Refunds under the Evaluation Program are subject to Seller’s inspection and approval process and may take up to 90 days after Seller receives the returned Product, as further described in Section 4.7.

4.2 Purpose; Sale on Approval During Evaluation Period. The Evaluation Program permits Purchaser to install and operate the Product in the approved vessel and propulsion configuration solely to evaluate fitment and performance. During the Evaluation Period and before Final Acceptance, the parties intend the transaction to be treated as a “sale on approval” under MCL 440.2326 and MCL 440.2327. Authorized installation and ordinary evaluation use, without more, do not constitute Final Acceptance.

4.3 Final Acceptance. "Final Acceptance" occurs at the earliest of the following:

· Purchaser confirms in writing or electronically that Purchaser will keep the Product;

· Purchaser fails to provide reasonably requested vessel, engine, installation, performance, or diagnostic information necessary for Seller to evaluate a timely return or exchange request within 10 business days after Seller requests it, unless Seller approves an extension in writing;

· the Evaluation Period expires without Purchaser submitting a complete return or exchange request;

· Purchaser continues to operate the Product after electing to return or exchange it, except as Seller authorizes in writing;

· Purchaser sells, leases, transfers, pledges, encumbers, materially alters, or authorizes a third party to materially modify the Product;

· the Product is used outside the approved vessel or propulsion configuration, or for a purpose other than reasonable fitment and performance evaluation; or

· Purchaser fails to ship an authorized return within 10 business days after the RMA is issued, unless Seller approves an extension in writing.

4.4 Return or Exchange Request. To elect a return or exchange, Purchaser must submit Seller's online return request or contact Seller before the Evaluation Period expires. Purchaser must provide the order information, vessel and engine configuration, requested performance information, and a reasonably detailed explanation of the concern. Seller may require a consultation, additional testing, or an in-person evaluation of the Product and its performance before approving a return or exchange. Seller will generally conduct an initial review of a complete return or exchange request within two to three business days. Initial review, issuance of an RMA, or receipt of a returned Product does not constitute final approval of a refund, exchange, warranty claim, or return credit.

4.5 Return Authorization and Condition. No Product may be returned without a Return Materials Authorization number ("RMA"). The RMA must be included with the return. The Product must be securely packaged, include all originally supplied components and a copy of the invoice, and be returned in substantially the same condition in which it was delivered, except for ordinary and non-damaging signs of proper installation and authorized evaluation use. Original packaging must be used when reasonably available. A return is not complete until Seller receives the Product, all originally supplied components reasonably required for evaluation, the RMA information, and any supporting information Seller reasonably requested under Section 4.4.

4.6 Grounds for Denial. Seller may deny a return or exchange if the request is late, incomplete, fraudulent, abusive, or made in bad faith; if Purchaser supplied materially inaccurate vessel or propulsion information; if the Product was installed on an incompatible or unapproved application; or if the Product has been lost, damaged, impacted, grounded, collided, corroded, improperly installed, misused, neglected, materially altered, repaired without authorization, or operated outside the authorized evaluation.

4.7 Return Shipping, Fees, and Refund Timing. Purchaser must use an insured and trackable carrier and, unless Seller agrees otherwise or applicable law requires otherwise, is responsible for return shipping and risk during return transit. Original and expedited shipping charges are nonrefundable. An approved refund is subject to a $200 processing and restocking fee. Seller may apply any approved exchange credit to a replacement Product and charge or refund any price difference. Seller may require up to 90 days after receipt of the returned Product to complete inspection, testing, and refund administration in the usual course. If Seller approves a refund, Seller will use commercially reasonable efforts to issue the refund promptly after approval, but in no event later than the end of that 90-day period unless a longer period is required by applicable law, or Purchaser’s failure to provide information reasonably necessary to process the refund.

4.8 Returns After the Evaluation Period. After the Evaluation Period and Final Acceptance, a Product may be returned only under the Lifetime Limited Warranty in Section 11 or as Seller otherwise agrees in writing. Nothing in this Section limits any nonwaivable statutory cancellation or return right.

5. PRODUCT CONDITION, INVENTORY FULFILLMENT, STANDARD PRICING, AND WARRANTY EQUALITY

5.1 Sharrow Certified Inventory. Seller may fulfill an order from its standard inventory, referred to in these Terms as "Sharrow Certified Inventory." Sharrow Certified Inventory may include:

· a Product manufactured after Purchaser places the order;

· a Product manufactured before the order and held in Seller inventory; or

· a Product previously installed and operated for limited inspection, fitment, quality assurance, validation, factory acceptance testing, performance verification, or customer evaluation, including operation for up to 30 days under the Evaluation Program before Final Acceptance.

5.2 Evaluation Returns Are Unaccepted Inventory. A Product timely returned under Section 4 before Final Acceptance may have been installed and operated for limited fitment or performance evaluation, but it has not been finally accepted by that evaluating customer. If the Product passes Seller’s inspection and certification requirements, Seller may return it to Sharrow Certified Inventory. Seller’s classification of the Product as Sharrow Certified Inventory does not mean the Product was never installed or operated. Purchaser acknowledges that Sharrow Certified Inventory may include Products with prior limited evaluation use as disclosed in these Terms.

5.3 Inspection and Certification. Before a previously evaluated Product is returned to Sharrow Certified Inventory, Seller will inspect, clean, and measure it and confirm that it meets Seller's applicable functional and cosmetic standards. Minor, nonfunctional marks consistent with handling, installation, removal, or water testing may be present and do not constitute a defect if the Product otherwise meets those standards. A Product requiring material repair, refurbishment, reconditioning, or correction of material damage will not be placed in Sharrow Certified Inventory unless that condition is separately disclosed in writing before sale. For clarity, a Product is not “refurbished,” “reconditioned,” or “repaired” solely because it was previously installed or operated for limited evaluation use and then inspected, cleaned, measured, and certified by Seller. If Seller materially repairs, refurbishes, reconditions, or corrects material damage to a Product before sale, Seller will disclose that condition before sale.

5.4 Standard Price and Equal Warranty. All Sharrow Certified Inventory is sold at Seller's standard price unless Seller expressly offers a promotion or separately identifies a Product as blemished, repaired, refurbished, reconditioned, or otherwise specially priced. Seller is not required to discount a Product solely because of prior limited evaluation operation. Every Product sold from Sharrow Certified Inventory receives the same Lifetime Limited Warranty in Section 11. Prior manufacture, storage, testing, or evaluation does not reduce the warranty period, warranty coverage, or Seller's represented product specifications.

5.5 No Right to a Particular Production History. Unless the order confirmation expressly states otherwise, Purchaser is not entitled to a Product manufactured after the order date, a particular production date or lot, or a Product that has never been installed or operated. Seller will disclose known material repair, reconditioning, alteration, or damage when disclosure is required by these Terms or applicable law. Seller may, but is not required to, identify in the order confirmation whether a specific Product has prior limited evaluation use, unless disclosure is required by these Terms or applicable law. Purchaser’s acceptance of these Terms constitutes acknowledgment that Sharrow Certified Inventory may include Products with prior limited evaluation use.

5.6 Warranty Replacements. A replacement supplied under Section 11 may be drawn from Sharrow Certified Inventory and will receive the same remaining warranty protection as the Product it replaces.

6. TERMINATION, CANCELLATION, AND RESCHEDULING

This Section applies before shipment. Section 4 controls returns and exchanges after delivery. Purchaser may request cancellation or rescheduling by written notice. Seller may deny cancellation after engineering, procurement, casting, machining, finishing, assembly, customization, or allocation of a Product to Purchaser's order has begun. If Seller accepts a cancellation, any refund will be reduced by Seller's reasonable costs, work performed, noncancelable commitments, payment processing costs, and other losses arising from the cancellation. Those charges may equal the full amount paid for a custom or made-to-order Product. Seller will advise Purchaser of the applicable charge. A deposit is nonrefundable to the extent stated in the order confirmation or needed to cover those amounts.

7. EXCUSABLE DELAYS

Neither party will be liable for a delay or failure caused by circumstances beyond its reasonable control and not resulting from its fault or negligence, including acts of God, fire, flood, epidemic, pandemic, quarantine restriction, war, terrorism, riot, civil disturbance, labor dispute, freight embargo, severe weather, utility or transportation disruption, governmental action, supplier failure, material shortage, or inability to obtain necessary labor, materials, components, or processing capacity. The affected party's performance time will be extended for the duration of the excusable delay.

8. PRICES

Prices stated in a quotation or sales confirmation may be changed before acceptance. Unless the order confirmation fixes the price, Seller may adjust a price before shipment upon notice to reflect material increases in raw materials, components, freight, tariffs, duties, or other production costs incurred after the confirmation was issued. All prices exclude taxes, duties, fees, levies, installation, removal, haul-out, and other charges unless expressly included in writing.

9. PAYMENT

Unless the sales confirmation states otherwise, payment is due in full when Purchaser submits the order. Wire transfer and special payment terms may be available by written agreement. Purchaser may contact support@sharrowmarine.com for information. Seller may suspend performance or delivery if any amount remains unpaid for five days after notice. To the fullest extent permitted by law, Purchaser may not withhold or set off amounts due based on a separate claim or dispute. Payment collected for an Evaluation Product remains subject to the refund and exchange provisions of Section 4.

10. TAXES

Prices exclude all applicable federal, state, provincial, local, sales, use, excise, value-added, withholding, import, export, and similar taxes and governmental charges, other than taxes based on Seller's net income. Purchaser is responsible for those amounts unless Purchaser timely provides a valid exemption certificate acceptable to Seller and the taxing authority. If an exemption is later determined invalid, Purchaser must pay the tax together with any related interest and penalties.

11. SHARROW MARINE LLC LIFETIME LIMITED WARRANTY – THIS IS A LIMITED WARRANTY

11.1 Warranty Designation and Warrantor. This Section is the SHARROW MARINE LLC LIFETIME LIMITED WARRANTY and is designated as a “LIMITED WARRANTY.” The warrantor is Sharrow Marine LLC, 18300 Vernier Road, Suite 300, Harper Woods, Michigan 48225. This Lifetime Limited Warranty is available for review before purchase on Seller’s website and may be requested by contacting Seller support@sharrowmarine.com.

11.2 Products and Purchasers Covered. This Lifetime Limited Warranty covers each SHARROW™ propeller sold by Seller or an authorized Sharrow seller to the original retail purchaser identified on the sales invoice. It applies equally whether the Product was manufactured after the order, held in inventory, previously tested, or previously operated for limited fitment or performance evaluation. A person who timely returns a Product before Final Acceptance under Section 4 is not treated as the original retail purchaser of that Product for purposes of a later sale. The warranty is not transferable unless Seller expressly agrees in writing.

11.3 Meaning and Duration of "Lifetime." "Lifetime" means the period during which the original retail purchaser owns the Product. Coverage begins on the date the Product is delivered to that purchaser. Prior manufacture, storage, Seller-controlled testing, or evaluation by another customer does not begin or reduce the warranty period.

11.4 What Seller Warrants. Seller warrants that the covered Product will be free from defects in materials and workmanship under normal installation, operation, maintenance, and service for its intended application during the warranty period. Because vessel design, loading, engine condition, rigging, installation, environmental conditions, and operating methods differ, this warranty does not promise any particular speed, acceleration, fuel consumption, range, engine RPM, noise level, handling characteristic, or other vessel performance result.

11.5 Seller's Warranty Remedy. If Seller confirms a covered defect, Seller will, at its option, repair the Product, replace it with the same or a reasonably comparable Product, or refund or credit the original purchase price if repair or replacement is not commercially reasonable. A replacement may be supplied from Sharrow Certified Inventory. A repaired or replacement Product remains covered for the balance of the original purchaser's Lifetime Limited Warranty. These are Purchaser's exclusive remedies for a covered warranty claim, except to the extent applicable law requires an additional remedy.

11.6 How to Obtain Warranty Service. Purchaser must promptly contact Seller, provide proof of purchase or other information reasonably sufficient to confirm original retail purchaser status and warranty eligibility, and provide other information reasonably requested by Seller. Seller may issue an RMA and require the Product to be returned for inspection. No return will be accepted without an RMA. Warranty registration is encouraged but is not a condition of coverage if Purchaser can provide reasonable proof of purchase.

11.7 Costs of Warranty Service. Unless Seller agrees otherwise or applicable law requires otherwise, Purchaser is responsible for removal, reinstallation, haul-out, launch, labor, travel, diagnostic, and transportation costs to Seller. If Seller confirms a covered defect, Seller will pay standard return shipping for the repaired or replacement Product to an address in the contiguous United States. Purchaser is responsible for international freight, brokerage, duties, taxes, and expedited shipping unless Seller agrees otherwise in writing.

11.8 Exclusions. This Lifetime Limited Warranty does not cover a condition to the extent caused by:

· impact, grounding, collision, debris, rope or line entanglement, foreign-object damage, theft, loss, fire, or other casualty;

· improper fitment, installation, hub selection, mounting, fastener torque, removal, storage, maintenance, or use contrary to Seller instructions;

· misuse, abuse, neglect, racing, over-revving, operation outside published ratings, continued operation after known damage, or use on an unapproved application;

· corrosion, electrolysis, galvanic action, cavitation erosion, ventilation, marine growth, chemical exposure, or environmental conditions not caused by a defect in materials or workmanship;

· a modification, alteration, welding, grinding, repair, or service not authorized by Seller, but only to the extent that it caused or contributed to the claimed condition;

· ordinary wear, routine maintenance, or cosmetic conditions that do not materially affect structural integrity or function, including minor marks permitted under Section 5; or

· materially inaccurate or incomplete vessel, engine, drive, or installation information supplied by Purchaser.

11.9 Implied Warranties. For consumer purchases, Seller does not disclaim any implied warranty that federal or state law prohibits Seller from disclaiming. To the fullest extent permitted by applicable law, any implied warranty, including any implied warranty of merchantability or fitness for a particular purpose, is limited in duration to the duration of this Lifetime Limited Warranty. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

11.10 Incidental and Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SELLER WILL NOT BE LIABLE UNDER THIS WARRANTY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, TOWING, HAUL-OUT, LAUNCH, DOCKING, STORAGE, SUBSTITUTE VESSEL OR EQUIPMENT, LOST TRIP EXPENSES, LOST REVENUE, LOST PROFITS, OR DAMAGE TO OTHER PROPERTY. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

11.11 State Law Rights. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state.

12. LIMITATION OF LIABILITY

Except for Seller's express obligations under Section 11 and liability that cannot lawfully be limited, Seller's aggregate liability arising out of or relating to an order, Product, service, or these Terms will not exceed the amount Purchaser paid for the specific Product or service giving rise to the claim. To the fullest extent permitted by law, Seller will not be liable for indirect, special, incidental, exemplary, punitive, or consequential damages, or for loss of use, revenue, profits, business opportunity, goodwill, or data, whether the claim sounds in contract, warranty, tort, negligence, strict liability, or otherwise. This Section does not exclude liability for personal injury, fraud, willful misconduct, or any other liability that applicable law does not permit the parties to exclude or limit.

13. ARBITRATION

To the extent permitted by applicable law, and except for claims eligible for small claims court or claims for temporary or preliminary injunctive relief, either party may elect binding arbitration of a dispute arising out of or relating to an order, Product, or these Terms by providing written notice to the other party. Any arbitration will be administered by the American Arbitration Association under its applicable Consumer Arbitration Rules or Commercial Arbitration Rules, as appropriate. For consumer purchases, this Section applies only to the extent enforceable under applicable consumer-protection, warranty, and arbitration law, including the Magnuson-Moss Warranty Act and applicable FTC rules. This Section does not require a consumer to use any informal dispute settlement mechanism unless that mechanism is disclosed and administered in compliance with applicable law.

14. REMEDIES

Upon Purchaser's default, Seller may exercise all rights and remedies available under these Terms, the Michigan Uniform Commercial Code, and other applicable law. To the fullest extent permitted by law, Purchaser must reimburse Seller for reasonable costs and attorney fees incurred to collect undisputed overdue amounts or recover Products wrongfully withheld after Seller is entitled to their return. A delay or failure to exercise a right is not a waiver, and a waiver of one default is not a waiver of another default.

15. SEVERABILITY AND REFORMATION

If any provision of these Terms is held invalid, illegal, or unenforceable, it will be enforced to the maximum extent permitted and, if necessary, modified or severed so that the remaining provisions continue in full force. A court or arbitrator may reform an overbroad provision to the minimum extent needed to make it enforceable.

16. REGULATORY LAWS AND STANDARDS

Unless Seller expressly agrees in a signed writing that identifies a particular law, regulation, code, certification, or standard, Seller does not warrant that a Product or its installation will satisfy every state, provincial, local, foreign, vessel-specific, racing, classification-society, insurance, or other requirement applicable to Purchaser. Purchaser is responsible for determining whether the Product and its installation and use are lawful and suitable in the relevant jurisdiction and application. Seller's prices do not include permits, inspections, certifications, or related fees unless expressly stated.

17. ASSIGNMENT

Purchaser may not assign, transfer, delegate, pledge, or otherwise dispose of an order or any right under these Terms without Seller's prior written consent. Any attempted assignment without consent is void to the fullest extent permitted by law. Seller may assign an order or these Terms to an affiliate, successor, purchaser of substantially all related assets, or financing source.

18. MICHIGAN LAW, JURISDICTION, AND VENUE

These Terms, each order, and the rights and duties of the parties are governed by the laws of the State of Michigan, including the Michigan Uniform Commercial Code, without regard to conflict-of-law principles. For any claim not required or elected to be arbitrated, Purchaser and Seller consent to the exclusive jurisdiction of the state courts located in Wayne County, Michigan, and the United States District Court for the Eastern District of Michigan. If Purchaser is a consumer, the foregoing choice of law, jurisdiction, and venue provisions do not deprive Purchaser of any nonwaivable protection, remedy, or forum right provided by the law of Purchaser’s state of residence.

19. INDEMNIFICATION

To the fullest extent permitted by law, Purchaser will indemnify, defend, and hold harmless Seller, its parent, subsidiaries, affiliates, successors, assigns, and their directors, managers, officers, owners, employees, and representatives from third-party claims, losses, injuries, deaths, damages, liabilities, judgments, penalties, fines, costs, and reasonable attorney and professional fees arising from or relating to: (a) Purchaser's or an authorized user's negligence or willful misconduct; (b) misuse, unsafe operation, improper installation, unauthorized modification, or use contrary to Seller instructions; (c) failure to comply with applicable laws or safety procedures; or (d) inaccurate application information supplied by Purchaser. This obligation does not apply to the extent a claim is caused by Seller's gross negligence, willful misconduct, or a defect for which Seller is legally responsible.

20. ENTIRE AGREEMENT, ORDER OF PRECEDENCE, AND ELECTRONIC ACCEPTANCE

The applicable sales confirmation or invoice, these Terms, the Lifetime Limited Warranty in Section 11, and any document expressly incorporated by reference form the entire agreement concerning the order and supersede prior or contemporaneous discussions and communications. If documents conflict, a term specifically negotiated and signed by an authorized Seller representative controls over the sales confirmation, and the sales confirmation controls over these Terms. No oral statement modifies these Terms. Seller may update these Terms prospectively, but an order is governed by the version accepted when the order was placed unless the parties agree otherwise in writing. Electronic records, signatures, check-box assent, and other electronic indications of agreement are binding to the same extent as originals.

21. NOTICES AND CONTACT INFORMATION

Notices to Seller concerning an order, return, warranty claim, or dispute must be sent to support@sharrowmarine.com and, when formal notice is required, by nationally recognized overnight courier or certified mail to: Sharrow Marine LLC, 18300 Vernier Road, Suite 300, Harper Woods, Michigan 48225. Seller may send notices to the email or mailing address Purchaser supplied with the order. Seller's website is www.sharrowmarine.com.

SHARROW MARINE LLC

18300 Vernier Road, Suite 300 | Harper Woods, MI 48225