NMS STORAGE SOLUTIONS

MANDATORY INVOICE SUBMISSION REQUIREMENTS

Effective Date: 01/20/2026

1. MANDATORY INVOICE SUBMISSION DEADLINE

All invoices for installation services, labor, service calls, repairs, maintenance, inspections, materials, equipment, or any other goods or services furnished, performed, or provided for or on behalf of NMS Storage Solutions (“NMS”) must be submitted to NMS within sixty (60) calendar days after the date on which the applicable work, services, delivery, or other performance is completed.

The sixty (60)-calendar-day period is a material condition of NMS’s agreement to purchase and pay for the applicable work or services.

2. STRICT ENFORCEMENT OF DEADLINE

TIME IS OF THE ESSENCE with respect to the submission of invoices.

Any invoice received by NMS more than sixty (60) calendar days after completion of the applicable work or services is untimely and may be rejected by NMS without further obligation to process or pay the invoice.

NMS expressly reserves the right to deny, reject, or refuse payment of any untimely invoice.

Submission of an invoice after the sixty (60)-day deadline shall not create an obligation on the part of NMS to accept, process, approve, or pay the invoice.

3. NO EXCUSE FOR LATE SUBMISSION

The invoicing party is solely responsible for timely submission of its invoices.

The following shall not excuse or extend the sixty (60)-day deadline unless NMS provides a written extension signed by an authorized NMS representative:

- Failure to understand NMS’s invoicing requirements;

- Failure to receive a reminder from NMS;

- Failure to follow up regarding payment;

- Administrative or accounting errors;

- Personnel changes;

- Employee or subcontractor turnover;

- Changes in accounting personnel or systems;

- Failure to review a purchase order or work order;

- Failure to maintain appropriate records;

- Failure to submit an invoice to the correct NMS contact;

- Failure to use the required invoice-submission method;

- Disputes between the invoicing party and its employees, subcontractors, or suppliers; or

- Any other circumstance within the reasonable control of the invoicing party.

The invoicing party bears the sole responsibility for ensuring that its invoice is properly prepared and received by NMS within the required sixty (60)-day period.

4. RECEIPT BY NMS REQUIRED

An invoice is considered timely submitted only when it has been actually received by NMS through the invoice-submission method designated by NMS.

Sending, mailing, transmitting, or attempting to submit an invoice does not constitute timely submission if the invoice is not actually received by NMS within the applicable sixty (60)-day period.

The invoicing party is responsible for maintaining reasonable evidence demonstrating timely receipt of any invoice for which timeliness may later become disputed.

5. COMPLETE AND ACCURATE INVOICES REQUIRED

Each invoice must be accurate, complete, and sufficiently detailed to permit NMS to verify the work, services, materials, and amounts billed.

Unless otherwise approved in writing by NMS, invoices must include all information reasonably required by NMS, including, as applicable:

- Vendor or contractor legal name;

- Invoice number;

- Invoice date;

- Purchase order number;

- Work order number;

- Service call number;

- Job or project identification;

- Location where work was performed;

- Dates work was performed;

- Description of work or services performed;

- Labor and material charges;

- Applicable supporting documentation;

- Approved change orders;

- Applicable tax information; and

- Any other information reasonably requested by NMS.

An invoice that is incomplete, inaccurate, unsupported, duplicative, or otherwise noncompliant may be rejected or returned for correction.

Correction, resubmission, or replacement of an invoice does not restart or extend the original sixty (60)-day submission period.

6. NO PAYMENT OBLIGATION CREATED BY PERFORMANCE ALONE

Performance of work or services for NMS does not, standing alone, create an unconditional obligation for NMS to make payment.

Payment is subject to:

1. The existence of an applicable contract, purchase order, work order, or other authorization;

2. Proper and timely invoicing;

3. Verification that the work or services were actually performed;

4. Verification that the work or services complied with applicable requirements;

5. Verification of the invoiced amounts;

6. Approval by NMS

7. Compliance with all applicable contractual and legal requirements.

An invoice, purchase order, work order, verbal authorization, field ticket, service report, or other document shall not be construed as an admission by NMS that the invoiced amount is owed.

7. NO WAIVER BY PRIOR PAYMENT OR ACCEPTANCE

NMS’s prior acceptance, review, processing, or payment of a late, incomplete, or otherwise noncompliant invoice shall not constitute a waiver of NMS’s right to enforce these requirements with respect to any subsequent invoice or transaction.

Likewise, NMS’s failure to immediately reject an untimely invoice shall not constitute acceptance, waiver, modification, or relinquishment of the sixty (60)-day deadline.

Any waiver or extension of the sixty (60)-day deadline must be in writing and expressly authorized by an authorized representative of NMS.

No oral statement by an employee, installer, project manager, field representative, dispatcher, or other NMS personnel shall constitute a waiver or extension unless expressly authorized in writing by NMS.

8. CONTRACTOR AND SUBCONTRACTOR RESPONSIBILITY

Each contractor, installation company, service provider, vendor, subcontractor, and other party performing work for NMS is responsible for communicating these requirements to its employees, agents, subcontractors, lower-tier subcontractors, suppliers, and other personnel responsible for billing or invoicing NMS.

NMS shall have no responsibility for internal communications or administrative failures within the invoicing party’s organization.

9. CONTRACTUAL AGREEMENT AND INCORPORATION

These Invoice Submission Requirements are incorporated into and made a material part of every applicable purchase order, work order, service agreement, vendor agreement, subcontract, proposal, statement of work, and other agreement between NMS and the applicable contractor, vendor, service provider, or other invoicing party.

By accepting an NMS purchase order or work order, signing an agreement with NMS, commencing work after receiving notice of these requirements, or otherwise performing work for NMS with knowledge of these requirements, the invoicing party agrees to comply with them to the fullest extent permitted by applicable law.

Where these requirements are provided to a contractor or vendor before performance begins, the contractor or vendor’s commencement or continuation of performance after receipt of these requirements constitutes acceptance of these requirements, subject to the governing contract and applicable law.

10. NO MODIFICATION WITHOUT WRITTEN AUTHORIZATION

No employee, contractor, service provider, installer, project manager, field representative, or other person may modify, waive, extend, or otherwise alter these invoice-submission requirements except through a written agreement or written authorization executed or approved by an authorized representative of NMS.

11. RESERVATION OF RIGHTS

NMS expressly reserves all rights, remedies, defenses, offsets, deductions, and claims available to it under the applicable agreement and under applicable law.

Nothing contained herein is intended to waive, limit, or impair any right that cannot lawfully be waived, limited, or impaired under applicable law.

If any provision of these requirements is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.

12. CONSTRUCTION AND APPLICABLE LAW

These requirements shall be interpreted and enforced to the maximum extent permitted under applicable law.

Nothing contained herein shall be construed to require NMS to violate any applicable federal, state, or local law, including any mandatory payment, lien, bond, or other statutory rights applicable to a particular transaction.

Where Ohio law applies, these requirements are intended to operate consistently with the Ohio Revised Code and any mandatory rights or obligations applicable to the particular transaction.

13. ACKNOWLEDGMENT

By accepting work from NMS, accepting an NMS purchase order or work order, entering into an agreement with NMS, or commencing or continuing performance after receiving these requirements, the contractor, vendor, service provider, installer, subcontractor, or other invoicing party acknowledges that it has had the opportunity to review these requirements and agrees to comply with them to the fullest extent permitted by applicable law.

Failure to timely submit an invoice may result in rejection of the invoice and loss of NMS’s obligation to process or pay the invoice.