2NNs LLC, D/B/A NEWR 

PRODUCT PURCHASE TERMS AND CONDITIONS 

1. APPLICABILITY. These terms and conditions (these “Terms”) apply to the sale of certain products (the “Product”) by 2NNs LLC, d/b/a Newr, an Indiana limited liability company (“Seller”) and the purchase of such Products by the buyer set forth on the purchase order to which these Terms are attached (“Buyer”). The accompanying purchase order (the “PO” and these Terms (collectively, this “Agreement”)) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.

2. DELIVERY; TITLE AND RISK OF LOSS. The Products will be shipped within a reasonable time after receipt of the PO. Seller shall not be liable for any delays, loss or damage in transit.  Unless otherwise agreed in writing by the parties, delivery shall be made DAP (Incoterm 2020) to Buyer’s location referenced in the PO (the “Delivery Point”) using Seller’s standard methods for packaging and shipping such Products. Title and risk of loss pass to Buyer upon delivery of the Products at the Delivery Point.

3. INSPECTION AND REJECTION OF NONCONFORMING PRODUCTS. Buyer shall inspect the Products within five (5) days of receipt (“Inspection Period”). Buyer will be deemed to have accepted the Products unless it notifies Seller in writing of any Nonconforming Products during the Inspection Period and furnishes such written evidence or other documentation as required by Seller. ”Nonconforming Products” means only the following: (a) the product shipped is different than identified in Buyer’s purchase order; or (b) the product’s label or packaging incorrectly identifies its contents. If Buyer timely notifies Seller of any Nonconforming Products, Seller shall, in its sole discretion and cost, (i) replace such Nonconforming Products with conforming Products, or (ii) credit or refund the Price for such Nonconforming Products, together with any reasonable shipping and handling expenses incurred by Buyer in connection therewith. Buyer acknowledges and agrees that the remedies set forth in this Section 3 are Buyer’s exclusive remedies for the delivery of Nonconforming Products. Except as provided under this Section 3, all sales of Products to Buyer are made on a one-way basis and Buyer has no right to return Products purchased under this Agreement to Seller.

4. PRICE; PAYMENT TERMS. Buyer shall purchase the Products from Seller at the price (the “Price”) set forth in the PO. All Prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Buyer. Buyer shall be responsible for all such charges, costs, and taxes; provided, that, Buyer shall not be responsible for any taxes imposed on, or with respect to, Seller’s income, revenues, gross receipts, personnel, or real or personal property or other assets. Buyer shall pay all invoiced amounts due to Seller within ten (10) days from the date of receipt of the PO. Buyer shall make all payments hereunder in US dollars and in accordance with the payment terms set forth on the PO. In addition to all other remedies available under these Terms or at law (which Seller does not waive by the exercise of any rights hereunder), Seller shall be entitled to suspend the shipping of any Products if Buyer fails to pay any amounts when due hereunder. 

5. LIMITED WARRANTY. Seller warrants to Buyer that for a period of twenty-four (24) months from the date of shipment of the Products (“Warranty Period”), that such Products will be free from material defects in material and workmanship. EXCEPT FOR THE WARRANTY SET FORTH IN THIS SECTION 5, SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.  Seller shall not be liable for a breach of the warranty set forth in this Section 5 if: (i) Buyer makes any further use of such Products after giving such notice; (ii) the defect arises because Buyer failed to follow Seller’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Products; or (iii) Buyer alters or repairs such Products without the prior written consent of Seller.  Subject to the foregoing sentence, with respect to any such Products during the Warranty Period, Seller shall, in its sole discretion, either: (i) repair or replace such Products (or the defective part) or (ii) credit or refund the price of such Products at the pro rata contract rate provided that, if Seller so requests, Buyer shall, at Seller's expense, return such Products to Seller.  THE REMEDIES SET FORTH IN THIS SECTION 5 SHALL BE THE BUYER’S SOLE AND EXCLUSIVE REMEDY AND SELLER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN THIS SECTION 5.

6. INDEMNIFICATION; LIMITATION OF LIABILITY. Buyer shall indemnify, defend, and hold harmless Seller and its members, managers, employees, agents, affiliates, successors, and assigns (collectively, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees, incurred by Indemnified Party arising out of or resulting from: (a) any claim by an end-user of the Product to whom Buyer sells or otherwise transfers the Product; or (b) any claim by Buyer, an end-user of the Product, or any third-party if Buyer or such party uses the Product in a negligent or reckless manner or in any manner not in strict conformance with any instructions provided by Seller. IN NO EVENT SHALL SELLER BE LIABLE TO BUYER OR ANY THIRD PARTY FOR ANY DIRECT DAMAGES (UNLESS CAUSED BY SELLER’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) OR ANY LOSS OF USE, REVENUE OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO SELLER FOR THE PRODUCTS GIVING RISE TO THE CLAIM.

7. COMPLIANCE WITH LAW. Each party shall comply with all applicable laws, regulations, and ordinances.

8. TERMINATION. In addition to any remedies that may be provided under these Terms, either party may terminate this Agreement with immediate effect upon written notice the other Party if such party: (a) fails to pay any amount when due under this Agreement, or  (b) has not otherwise performed or complied with any of these Terms, in whole or in part.

9. WAIVER. No waiver by Seller of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Seller. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

10. CONFIDENTIAL INFORMATION. All non-public, confidential or proprietary information of Seller, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Seller to Buyer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by Seller in writing. Upon Seller’s request, Buyer shall promptly return all documents and other materials received from Seller. This Section 10 does not apply to information that is: (a) in the public domain; (b) known to Buyer at the time of disclosure; or (c) rightfully obtained by Buyer on a non-confidential basis from a third party.

11. ASSIGNMENT. Buyer shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Any purported assignment or delegation in violation of this Section 11 is null and void. No assignment or delegation relieves Buyer of any of its obligations under this Agreement.

12. RELATIONSHIP OF THE PARTIES; NO THIRD-PARTY BENEFICIARIES. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

13. FEEDBACK. Buyer shall have no obligation to provide Seller with ideas, suggestions, or proposals regarding the Product (“Feedback”). However, if Buyer submits Feedback to Seller, then Seller is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Buyer hereby assigns to Seller, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Seller is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Seller is not required to use any Feedback.

14. GOVERNING LAW. All matters arising out of or relating to this Agreement are governed by and construed in accordance with the internal laws of the State of Indiana without giving effect to any choice or conflict of law provision or rule (whether of the State of Indiana or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Indiana. Any legal suit, action, or proceeding arising out of or relating to this Agreement shall be instituted in the state and federal courts located in the State of Indiana, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

15. NOTICES. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the face of the PO or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission), or certified mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section 15.

16. SEVERABILITY; AMENDMENT AND MODIFICATION. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

Eligibility for Donate & Trade-in, Return & Cancellation Policy

1. Donation Rebate Program

1.1. Eligibility:
To qualify for the Donation Rebate, the purchaser must have completed payment in full for one (1) unit of “Chef”, the product, (“Upfront Payment”) and be among the first two hundred (200) individuals whose completed orders are received following the pre-launch date of April 25, 2025, and before the two hundredth (200th) qualifying order is received, and within thirty (30) days after receiving Chef or by December 31, 2025 or whichever is first.

1.2. Eligible Items for Donation:
The rebate is contingent upon the verified donation of a qualifying portable cooking appliance, which includes:
- Any gas-, butane-, or propane-fueled portable or camp stove or grill;
- Any plug-in portable stove or griddle.

1.3. Proof of Donation:
Proof of donation shall be submitted by either:
- Providing a photographic copy of the donation receipt; or
- Submitting a photograph clearly depicting the Purchaser in the act of donating the qualifying appliance.

Proof must be sent to the Company via email at rebate@newrcompany.com or by tagging @newr_company on Instagram or Facebook.

1.4. Rebate Issuance:
Subject to verification and approval of eligibility, rebate payments will be issued via physical check to the address on file within thirty (30) days from the date of receipt of valid documentation.

1.5. Limitations:
Each Purchaser is limited to one (1) rebate. Should the original order be canceled or the product returned following the issuance of the rebate, the rebate amount and applicable processing fees shall be deducted from any refund issued. Purchaser has from the date of purchase (“Upfront Payment”) until thirty (30) days after receiving Chef or December 31, 2025 or whichever is first.

2. Trade-In Credit Program

2.1. Eligibility:
To be eligible for the Trade-In Credit, the Purchaser must have completed payment in full (“Upfront Payment”) for one (1) unit of the Chef product and be among the first two hundred (200) qualifying orders received after the pre-launch date of April 25, 2025.

2.2. Trade-In Conditions:
Beginning one (1) year from the date of receipt of the Chef unit purchased under the aforementioned eligibility criteria, the Purchaser may return said Chef unit in good working condition to receive a trade-in credit in the amount of two hundred dollars ($200) toward the purchase of a new or upgraded Chef model.

3. Return Policy

3.1. Return Packaging Requirements:
All product returns must include the Chef unit repackaged in its original “Sous-case” (i.e., the branded packaging), and placed within a plain outer mailing box. The following components must be included:
- Chef unit;
- Charging unit;
- Power cords;
- Charging adapter.

3.2. Return Procedure:
The Company shall provide a prepaid return shipping label via UPS or an alternate carrier at its discretion. Purchasers are responsible for properly packaging and delivering the return to the carrier.

3.3. Refunds and Fees:
Upon receipt and inspection of the returned product, the Purchaser shall be notified of the refund status. A restocking or open-box fee may be deducted from the refund amount, as applicable.

4. Cancellation Policy: 2-Year Payment Plan

4.1. Initial Payment and Monthly Charges:
An initial payment of three hundred seventy-nine dollars ($379), plus applicable taxes, is due at the time of purchase. Monthly installments of fifty dollars ($50) shall commence when the Chef unit is prepared for shipment.

4.2. Cancellation Process:
To cancel the payment plan, the Purchaser must follow the established return protocol. Upon return and confirmation that the product is in good working condition, the Company shall terminate any future monthly charges that have not yet been processed.

4.3. Non-Warranty Damage:
If the returned unit is found to be damaged due to negligence or other causes not covered under the product warranty detailed in the Terms and Conditions, the Purchaser will be responsible for payment of the remaining balance, which shall be charged to the payment method on file.

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