Terms and Conditions

TERMS AND CONDITIONS OF SALE

These Terms and Conditions of Sale (“Terms”) govern all sales of products and services by Padholder LLC (“Seller”) to the customer identified in the applicable Purchase Agreement (“Purchaser”). These Terms, together with the applicable Purchase Agreement, Exhibit A (Scope of Work), and the Padholder Limited Lifetime Warranty, constitute the complete agreement between the parties (“Agreement”). In the event of a direct conflict between these Terms and the Purchase Agreement, the Purchase Agreement controls solely with respect to the specific commercial terms stated therein (price, payment schedule, and scope of work). Capitalized terms not otherwise defined herein have the meanings assigned in the Purchase Agreement.

    1. Definitions
      • “Agreement” has the meaning set forth in the preamble above.
      • “Business Day” means any day other than a Saturday, Sunday, or a federal public holiday recognized in the United States.
      • “Change Order” means a written modification to the Scope of Work agreed to by both parties after the Effective Date of the applicable Purchase Agreement.
      • “Confidential Information” has the meaning set forth in Section 26.
      • “Custom Product” means any Product manufactured to Purchaser’s specifications or otherwise not available as a standard catalog item from Seller.
      • “Exhibit A” means the scope of work document prepared by Seller, consisting of one or more of the following: Configurator output, Solutions Lab deliverables, product specification sheets, engineering drawings, quotations, and related product documentation.
      • “Force Majeure Event” has the meaning set forth in Section 27.
      • “Limited Lifetime Warranty” means the Padholder Limited Lifetime Warranty published on Seller’s website and incorporated into the Agreement by reference.
      • “Products” means the hardware, mounts, carts, tablet holders, accessories, and other tangible goods identified in Exhibit A.
      • “Purchase Agreement” means the purchase agreement executed by the parties, which sets forth the commercial terms of the specific transaction.
      • “RMA” means a written Return Merchandise Authorization issued by Seller.
      • “Seller IP” has the meaning set forth in Section 24.
      • “Services” means installation, configuration, delivery, and other professional services identified in Exhibit A.
    2. Orders; Acceptance of Terms
      By executing a Purchase Agreement, Purchaser accepts these Terms in full. Seller’s acceptance of any order is expressly conditioned on Purchaser’s acceptance of these Terms. Any terms or conditions contained in any Purchaser purchase order, acknowledgment, or other document that differ from, add to, or are inconsistent with these Terms are hereby rejected and have no force or effect, regardless of Seller’s failure to object to them specifically. Seller’s order acknowledgment, not Purchaser’s purchase order, governs the terms of each transaction. Seller’s commencement of performance following receipt of a nonconforming order document does not constitute acceptance of Purchaser’s additional or different terms.
    3. Prices and Payment
      Prices are as stated in the Purchase Agreement and are valid for the period stated therein. All prices are in U.S. dollars and exclude taxes, freight, and other charges unless expressly included. Purchaser shall pay all amounts in accordance with the payment schedule set forth in the Purchase Agreement. Seller reserves the right to adjust pricing for any order not placed within the stated validity period. Invoices not paid by their due date bear interest and are subject to collection remedies as set forth in Sections 19 and 20.Purchaser shall pay all invoiced amounts in full when due without deduction, offset, recoupment, withholding, or counterclaim of any kind, whether or not Purchaser has any pending or disputed claim against Seller, except to the extent prohibited by applicable law. If taxes, freight, shipping, or other estimated charges increase after execution of the Purchase Agreement, Purchaser shall pay the adjusted amount prior to shipment unless Seller agrees otherwise in writing.
    4. Shipping; Delivery; Risk of Loss; Freight Claims
      All shipments are FOB Seller’s facility. Risk of loss and title to Products transfer to Purchaser upon delivery to the carrier. Delivery dates are estimates only and are not guaranteed. Seller shall not be liable for delays caused by carriers, component suppliers, labor disputes, or other circumstances beyond Seller’s reasonable control. Seller may make partial shipments; each partial shipment constitutes a separate sale, may be separately invoiced, and is independently subject to these Terms. During periods of supply shortage or allocation, Seller may allocate available Products among customers in any manner Seller deems commercially reasonable.Following transfer of risk of loss pursuant to this Section 4, Purchaser shall be solely responsible for maintaining insurance covering the Products in such amounts and against such risks as Purchaser determines appropriate. Seller is not responsible for obtaining, maintaining, or providing insurance covering the Products after risk of loss has transferred to Purchaser.If any ordered Product is on backorder or temporarily unavailable, Seller will notify Purchaser and may, at Seller’s option: (a) make a partial shipment of available Products and fulfill the remainder when available, or (b) delay the entire shipment until all ordered Products are available. Backorder fulfillment timelines are estimates and are not guaranteed.Purchaser shall inspect all packages for visible damage before signing the carrier’s delivery receipt. Any visible damage must be noted on the delivery receipt at the time of delivery. Because risk of loss passes to Purchaser upon delivery to the carrier, Purchaser is responsible for filing all freight claims with the carrier for damage occurring in transit. Claims for concealed damage not discoverable upon external inspection at the time of delivery must be reported to the carrier and to Seller in writing within five (5) Business Days of discovery; Purchaser shall preserve all original packaging, Products, and related materials until the claim is resolved. Seller will cooperate reasonably in the freight claims process but bears no liability for carrier-caused damage or loss.
    5. Inspection and Acceptance
      Purchaser shall inspect all Products within five (5) Business Days of delivery. For Products requiring Seller-performed installation, the inspection period runs from the date of completion of installation. Purchaser shall provide Seller written notice of any claimed nonconformity within the applicable inspection period, identifying the specific defect with reasonable particularity. Failure to provide timely written notice constitutes irrevocable acceptance of the Products as conforming. Acceptance under this section does not waive Purchaser’s rights under the Limited Lifetime Warranty for latent defects that are not reasonably discoverable upon diligent inspection at the time of delivery or installation.
    6. Export Compliance
      Products are intended for use in the United States unless otherwise expressly agreed in writing. Purchaser shall comply with all applicable U.S. and foreign export control laws, regulations, and sanctions programs, including the Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control. Purchaser shall not export, re-export, transfer, or divert any Products to any country, person, or end use in violation of applicable law. Purchaser shall obtain, at its own expense, all required export licenses, permits, and authorizations. Purchaser shall indemnify Seller for any costs, fines, penalties, or liabilities arising from Purchaser’s violation of this section.
    7. Returns; RMA Procedure
      No Product may be returned without Seller’s prior written RMA. To request an RMA, Purchaser must contact Seller’s customer service within thirty (30) days of delivery for standard Products not covered by a warranty claim. Seller has no obligation to accept return requests made after this period. RMA requests must identify the Products to be returned, the relevant invoice number, and the reason for return. Returned Products must be in original, unmodified condition in their original packaging with all accessories and documentation included. Custom Products are non-returnable except for confirmed defects covered by the Limited Lifetime Warranty. Seller reserves the right to reject any return that is unauthorized, nonconforming to RMA conditions, or arrives in damaged or modified condition. Unauthorized returns will be refused or returned to Purchaser at Purchaser’s expense.
    8. Restocking Fees
      Approved returns of standard Products in original, unmodified condition are subject to a restocking fee of up to twenty percent (20%) of the invoiced price of the returned Products, reflecting Seller’s costs of inspection, repackaging, and inventory restocking. No restocking fee applies to returns initiated pursuant to a confirmed warranty claim under the Limited Lifetime Warranty.
    9. Cancellation
      The downpayment required by the Purchase Agreement is non-refundable upon execution of the Purchase Agreement. Cancellation does not entitle Purchaser to any refund of the downpayment.Orders for standard, catalog Products may be cancelled prior to shipment upon written notice to Seller. Cancellation fees may apply based on the fulfillment stage at the time Seller receives the cancellation notice. Orders for Custom Products are non-cancellable once production has commenced. For Custom Product cancellations after commencement of production, Purchaser shall pay a cancellation fee equal to the greater of (a) the non-refundable downpayment paid under the Purchase Agreement or (b) Seller’s actual costs incurred through the cancellation date, including materials, labor, engineering, tooling, overhead, and third-party commitments. All cancellations require Seller’s written confirmation and are not effective until confirmed in writing.
    10. Product Availability; Modifications; Substitutions
      Seller reserves the right, at any time and without prior notice, to: (a) make engineering improvements, design changes, or specification updates to Products that do not materially reduce functionality; (b) discontinue any Product or product line; and (c) substitute a discontinued or unavailable Product with a functionally equivalent replacement. Seller’s implementation of product improvements does not entitle Purchaser to upgraded Products previously ordered or delivered. If a Product is discontinued before fulfillment, Seller’s sole obligation is to notify Purchaser and offer a substitute product or a refund of amounts paid specifically for the undelivered discontinued Product, less any costs incurred. Approval of a sample, prototype, or pre-production unit does not guarantee that all production units will be identical in every respect; minor variations inherent in manufacturing processes do not constitute a nonconformity.Refurbished and Demonstrator Products. Seller may make available refurbished, reconditioned, or demonstrator Products, which will be identified as such in Exhibit A. Such Products are sold in their existing condition and are subject only to the warranty terms, if any, expressly stated in the applicable Purchase Agreement or Exhibit A, which may differ from Seller’s standard Limited Lifetime Warranty.
    11. Customer Obligations; Site Readiness
      Purchaser is solely responsible for ensuring that all installation sites are ready, accessible, structurally suitable, and compliant with all applicable codes, standards, and requirements before Seller’s scheduled service date. Site readiness includes, without limitation: availability of all required electrical, data, and other utilities; clear and unobstructed access to the work area; verified structural support adequate for the Products to be installed; removal of existing equipment, furniture, or fixtures as needed; and completion of any required permitting, inspections, or approvals.If Seller’s personnel arrive at an installation site that is not ready, Seller may, at its option: (a) wait at Purchaser’s expense at Seller’s then-current standby rate, or (b) reschedule the installation. Purchaser shall reimburse Seller for all standby time, rescheduling costs, additional travel expenses, and any other direct costs resulting from site unreadiness. Purchaser-caused delays, including delayed approvals, delayed site readiness, and delayed access, extend Seller’s performance deadlines by the duration of the delay plus any commercially reasonable rescheduling period, and Seller shall not be in default during any such extended period.
    12. Customer-Furnished Information; Engineering Changes
      Seller is entitled to rely on all specifications, measurements, drawings, site plans, and other information furnished by Purchaser without independent verification. Purchaser warrants that all Purchaser-furnished information is accurate, complete, and sufficient for Seller’s performance. Seller is not liable for nonconformance, defects, delays, or additional costs resulting from inaccurate, incomplete, or untimely Purchaser-furnished information. Any corrective work, re-engineering, or remakes required as a result of Purchaser-furnished information errors shall be performed at Purchaser’s sole expense pursuant to a written Change Order.Engineering Changes. If Purchaser requests changes to Seller’s engineering designs, product configurations, approved specifications, or designs in process after Seller has commenced production or engineering work, such requests constitute proposed Change Orders and are subject to Seller’s written approval. Seller has no obligation to accept any engineering change request. Approved engineering changes may result in additional charges, revised lead times, schedule adjustments, and modifications to previously approved specifications. Purchaser shall bear all costs associated with approved engineering changes, including engineering time, materials, retooling, and rework.Purchaser represents and acknowledges that, before executing the Purchase Agreement, it had the opportunity to review the Purchase Agreement, these Terms, the Padholder Limited Lifetime Warranty, and Exhibit A, and agrees that each document forms part of the Agreement.
    13. Storage
      If Purchaser delays acceptance, scheduled shipment, or installation of completed Products for any reason, including site unreadiness, Purchaser default, or Purchaser-caused delay, Seller may assess storage and handling charges at Seller’s then-current storage rates, beginning five (5) Business Days after Products are ready for delivery or installation. Storage charges are invoiced monthly and are payable on the same terms as other invoiced amounts under the Purchase Agreement. Seller shall exercise reasonable care for Products in storage but is not responsible for loss or damage caused by circumstances beyond Seller’s reasonable control. Purchaser’s obligation to pay for completed Products is not affected or diminished by storage delays.
    14. Taxes
      Purchaser is responsible for all sales, use, excise, VAT, and similar taxes, duties, and assessments imposed on or measured by the sale, delivery, or use of the Products and Services, other than taxes imposed on Seller’s net income. Taxes and freight estimates, if stated in the Purchase Agreement, are subject to adjustment based on actual amounts at the time of shipment. If Purchaser claims a tax exemption, Purchaser must provide Seller a valid exemption certificate acceptable to the applicable taxing authority before shipment. If an exemption certificate is later determined to be invalid or inapplicable, Purchaser shall promptly reimburse Seller for the resulting tax liability, together with any penalties and interest assessed against Seller.
    15. Third-Party Products; Software and Firmware
      Third-Party Products. Seller may supply or incorporate products manufactured by third parties (“Third-Party Products”), which will be identified in Exhibit A. Third-Party Products are warranted solely under the original manufacturer’s warranty, if any, and Seller makes no representation and provides no independent warranty with respect to Third-Party Products. Seller’s sole obligation with respect to a defective Third-Party Product is to cooperate reasonably in facilitating a warranty claim with the original manufacturer. Seller bears no liability for Third-Party Product defects, failures, discontinuance, or unavailability.Software and Firmware. Any software or firmware incorporated in or supplied with the Products is licensed, not sold. Purchaser receives only the license rights, if any, expressly stated in the applicable end-user license agreement (“EULA”) or in the Purchase Agreement. Seller makes no warranty regarding software or firmware other than as expressly provided in the Limited Lifetime Warranty. Purchaser shall not modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software or firmware included in the Products. Seller may issue firmware or software updates at its discretion; Purchaser is responsible for installing recommended updates in a timely manner. Failure to install recommended updates may void applicable warranty coverage.
    16. Warranty; Disclaimer
      Warranty rights and remedies are governed exclusively by the Padholder Limited Lifetime Warranty, which is incorporated into the Agreement by reference and made a part hereof. No provision of these Terms modifies, limits, or expands the Limited Lifetime Warranty.EXCEPT AS EXPRESSLY PROVIDED IN THE PADHOLDER LIMITED LIFETIME WARRANTY, SELLER MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY UNDER UCC SECTION 2-314, ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE UNDER UCC SECTION 2-315, ANY WARRANTY OF NON-INFRINGEMENT, ACCURACY, OR COMPLETENESS, OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. ALL SUCH WARRANTIES ARE HEREBY EXPRESSLY AND ENTIRELY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING UCC SECTION 2-316. NO STATEMENT, REPRESENTATION, OR PROMISE MADE BY ANY SELLER EMPLOYEE, SALES REPRESENTATIVE, AGENT, DISTRIBUTOR, OR RESELLER CONSTITUTES A WARRANTY UNLESS EXPRESSLY INCLUDED IN THE LIMITED LIFETIME WARRANTY.
    17. Exclusive Remedies
      Purchaser’s sole and exclusive remedies for any defective, nonconforming, or otherwise unsatisfactory Product or Service are those expressly set forth in the Padholder Limited Lifetime Warranty. To the fullest extent permitted by applicable law, including UCC Section 2-719, these remedies are exclusive and in lieu of all other remedies available at law or in equity. The limitation of remedies set forth herein is an essential element of the basis of the bargain between the parties, and Seller would not have agreed to the pricing or other terms of the Agreement in the absence of these limitations.
    18. Payment Default; Credit Hold; Suspension of Performance
      If Purchaser fails to make any payment when due, or if Seller in good faith doubts Purchaser’s ability or willingness to perform, Seller may, without notice and without limiting any other right or remedy available to it: (a) place Purchaser on credit hold and decline to accept or process new orders; (b) suspend all performance under the Agreement and any other outstanding order, including production, engineering, procurement, shipment, and installation; (c) withhold delivery of completed Products; (d) declare all outstanding balances under any open order immediately due and payable; and (e) pursue any lawful remedy for collection or breach. Seller’s suspension of performance under this section does not constitute a breach of the Agreement and does not waive any of Seller’s rights or remedies. Seller may condition reinstatement of performance on receipt of all overdue amounts and, at Seller’s sole discretion, satisfactory written assurance of Purchaser’s ability to perform future payment obligations when due.
    19. Collection Costs
      Purchaser shall reimburse Seller for all reasonable costs and expenses incurred in collecting any overdue amount, including court costs, filing fees, and reasonable attorneys’ fees, whether or not litigation or arbitration is commenced. Interest on past due balances accrues at the rate set forth in the Purchase Agreement from the date due until paid in full. Seller’s right to collect interest and collection costs is in addition to, and not in lieu of, any other right or remedy available to Seller.
    20. Limitation of Liability
      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER’S TOTAL CUMULATIVE LIABILITY TO PURCHASER ARISING OUT OF OR RELATED TO THE AGREEMENT, REGARDLESS OF THE FORM OR THEORY OF ACTION (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY PURCHASER TO SELLER UNDER THE SPECIFIC PURCHASE AGREEMENT FROM WHICH THE CLAIM ARISES. THIS LIMITATION APPLIES TO ALL CLAIMS IN THE AGGREGATE AND SHALL NOT BE EXPANDED BY THE EXISTENCE OF MULTIPLE CLAIMS, MULTIPLE THEORIES OF LIABILITY, OR MULTIPLE PURCHASE AGREEMENTS. THE PARTIES ACKNOWLEDGE THAT THIS LIMITATION REFLECTS A REASONABLE ALLOCATION OF RISK, IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES, AND THAT SELLER WOULD NOT HAVE AGREED TO THE PRICING OR TERMS OF THE AGREEMENT IN THE ABSENCE OF THIS LIMITATION.
    21. Disclaimer of Consequential Damages
      IN NO EVENT SHALL SELLER BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF USE, LOSS OF GOODWILL, LOSS OF BUSINESS OPPORTUNITY, BUSINESS INTERRUPTION, OR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE PRODUCTS OR SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE FORM OF ACTION, THE THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR STATUTE), OR WHETHER SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY LIMITED REMEDY SET FORTH IN THE AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. THIS DISCLAIMER APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
    22. Customer Misuse
      Seller is not responsible for damage, defects, failures, or injuries resulting from: (a) modification, alteration, disassembly, or repair of any Product by anyone other than Seller’s authorized personnel; (b) use of Products outside their intended application, rated capacity, published specifications, or applicable regulatory requirements; (c) installation by parties other than Seller or Seller’s authorized subcontractors; (d) use in combination with unauthorized accessories, components, software, or systems not approved by Seller in writing; (e) physical damage, misuse, neglect, abuse, accident, or exposure to conditions outside the Products’ environmental or operational specifications; (f) failure to follow Seller’s installation instructions, operating guidelines, or maintenance requirements; (g) tampering with, obscuring, or removing any serial number, label, or intellectual property marking; or (h) use of consumable components, accessories, or replacement parts not approved or supplied by Seller.
    23. Indemnification
      Purchaser shall indemnify, defend, and hold harmless Seller and its members, managers, officers, employees, agents, subcontractors, and successors (“Seller Indemnitees”) from and against any and all claims, demands, suits, judgments, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Purchaser’s misuse, modification, or improper installation of any Product; (b) inaccurate, incomplete, or untimely information furnished by Purchaser; (c) Purchaser’s violation of any applicable law, regulation, or ordinance; (d) Purchaser’s negligence or willful misconduct; (e) claims by Purchaser’s employees, agents, contractors, end users, or customers arising from Purchaser’s acts, omissions, or representations; or (f) Purchaser’s export control violations under Section 6.Seller shall promptly notify Purchaser of any claim for which indemnification is sought. Purchaser shall have the right to control the defense of any indemnified claim with counsel reasonably acceptable to Seller; provided that Seller may participate in the defense at its own expense and with counsel of its choice. Purchaser shall not settle any indemnified claim in a manner that imposes any obligation, restriction, or liability on any Seller Indemnitee without Seller’s prior written consent, which shall not be unreasonably withheld. This indemnification does not apply to claims arising solely and directly from Seller’s own gross negligence or willful misconduct.
    24. Intellectual Property
      Seller retains all right, title, and interest in and to all intellectual property associated with the Products and Services, including all patents, patent applications, trademarks, service marks, trade dress, copyrights, trade secrets, know-how, designs, tooling, molds, engineering documentation, and software (“Seller IP”). Purchaser receives only a limited, non-exclusive, non-transferable, royalty-free right to use the Products as delivered for their intended commercial purpose. Purchaser shall not: (a) copy, reproduce, reverse engineer, disassemble, or decompile any Product or component thereof; (b) use Seller IP to design, manufacture, or procure competing products or to assist any third party in doing so; (c) remove, obscure, or alter any patent notice, trademark, copyright notice, or other intellectual property marking on any Product; or (d) use Seller’s trademarks, trade names, or trade dress in any manner without Seller’s prior written consent. Custom tooling, molds, dies, and engineering work created by Seller, including work created at Purchaser’s request or with Purchaser’s financial contribution, remain Seller’s sole and exclusive property.If Purchaser provides any content, artwork, logos, trademarks, or other proprietary materials for incorporation into Products, Purchaser represents and warrants that it holds all rights necessary to authorize such use and grants Seller a limited, non-exclusive license to use those materials solely for the purpose of fulfilling the Agreement. Purchaser shall indemnify Seller for any third-party intellectual property claim arising from Purchaser-furnished materials.
    25. Marketing Rights
      Seller may reference Purchaser’s name, logo, and a general description of the Products purchased in Seller’s marketing materials, website content, case studies, trade show displays, and proposals, unless Purchaser provides written notice to Seller at the time of execution of the Purchase Agreement objecting to such use. Seller shall not disclose Purchaser’s confidential pricing, proprietary specifications, or non-public internal use cases without Purchaser’s prior written consent. Purchaser grants Seller a limited, non-exclusive, royalty-free license to use Purchaser’s name and logo solely for the marketing purposes described in this section.
    26. Confidentiality
      Each party (“Receiving Party”) shall hold the other party’s (“Disclosing Party”) Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information of similar sensitivity, but no less than reasonable care. “Confidential Information” means any non-public, proprietary, or commercially sensitive information of a party, including pricing, product designs, engineering specifications, customer lists, business strategies, financial information, and technical data, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.Confidential Information does not include information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was rightfully in the Receiving Party’s possession before disclosure, without restriction on use or disclosure; (c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (d) is required to be disclosed by law, regulation, judicial order, or government authority, provided the Receiving Party gives the Disclosing Party prompt prior written notice to the extent permitted by law and reasonably cooperates with efforts to obtain protective treatment. Each party shall use Confidential Information solely for the purposes of performing or receiving the benefit of the Agreement. Confidentiality obligations under this Section 26 survive termination of the Agreement for five (5) years; provided, however, that any obligation relating to Confidential Information constituting a trade secret under applicable law shall survive for so long as such information continues to qualify as a trade secret.
    27. Force Majeure
      Seller is not liable for any delay or failure in performance caused by events or circumstances beyond Seller’s reasonable control, including acts of God, fire, flood, earthquake, storm, pandemic, epidemic, war, terrorism, civil unrest, government action or inaction, regulatory changes, labor disputes, strikes, supply chain disruptions, raw material shortages, component unavailability, transportation failures, or utility interruptions (“Force Majeure Events”). Seller shall provide Purchaser written notice as soon as reasonably practicable after a Force Majeure Event occurs, describing the event and its anticipated duration. Seller’s performance obligations are suspended for the duration of the Force Majeure Event.If a Force Majeure Event continues for more than sixty (60) consecutive calendar days, either party may terminate the affected portion of the Agreement upon written notice to the other party. Upon termination for Force Majeure, Seller shall refund amounts paid for Products not yet delivered, after deducting all costs, third-party commitments, and expenses incurred prior to the Force Majeure Event or during the suspension period. Purchaser’s payment obligations for Products already delivered or Services already performed are not excused or reduced by a Force Majeure Event.
    28. Project Abandonment
      If Purchaser fails to respond to Seller’s written communications, provide required approvals, accept scheduled delivery, grant required site access, provide required Purchaser-furnished information, or otherwise actively cooperate in project fulfillment for thirty (30) or more consecutive calendar days following Seller’s written request, Seller may, at its election, declare the project abandoned by written notice to Purchaser. Upon declaration of abandonment, Seller may: (a) invoice all amounts earned through the date of abandonment, including all downpayment amounts and costs incurred; (b) retain all amounts paid as compensation for work performed, materials procured, engineering completed, and all other fulfillment activities; (c) continue assessing applicable storage charges under Section 13; and (d) after providing thirty (30) days’ additional written notice to Purchaser, dispose of, resell, or repurpose completed or partially completed Products to mitigate Seller’s damages. Purchaser shall remain liable to Seller for any deficiency between amounts paid and Seller’s total actual costs and damages incurred. A declaration of abandonment does not limit any other right or remedy available to Seller at law or in equity.
    29. Compliance with Laws
      Each party shall comply with all applicable federal, state, and local laws, regulations, ordinances, and rules in connection with its performance under the Agreement. Purchaser is responsible for ensuring that the installation, deployment, and use of the Products comply with all applicable safety codes, building codes, electrical codes, ADA requirements, healthcare regulations, and facility-specific requirements applicable to Purchaser’s facilities and operations. Seller does not warrant that the Products comply with any specific local code, regulation, or standard unless expressly stated in writing in the Purchase Agreement.
    30. Government Contracts
      These Terms are not intended for use in connection with government procurement contracts subject to the Federal Acquisition Regulation (FAR), Defense Federal Acquisition Regulation Supplement (DFARS), or similar federal, state, or local government procurement regulations. Government contract flow-down provisions, equal opportunity requirements, Buy American requirements, small business subcontracting plans, cost accounting standards, audit rights, and similar regulatory provisions do not apply to orders governed by these Terms unless expressly accepted by Seller in a separate written addendum signed by an authorized officer of Seller. Purchaser shall not incorporate these Terms into any government contract or subcontract without Seller’s prior written consent.
    31. Insurance
      Following transfer of risk of loss pursuant to Section 4, Purchaser is solely responsible for maintaining appropriate property and casualty insurance covering the Products at their replacement value. Seller does not represent or warrant that any Product qualifies for any particular insurance classification, rating, or coverage. Seller is not responsible for losses caused by Purchaser’s failure to obtain or maintain adequate insurance coverage. Seller does not maintain insurance for Purchaser’s benefit and makes no representation regarding the adequacy of Seller’s own insurance coverage for Purchaser’s purposes.
    32. Assignment
      Purchaser may not assign the Agreement or any rights or obligations thereunder, by operation of law or otherwise, without Seller’s prior written consent, which may be withheld in Seller’s reasonable discretion. Any purported assignment without consent is void and of no force or effect. Seller may assign the Agreement or any of its rights or obligations, in whole or in part, without Purchaser’s consent, in connection with a merger, consolidation, reorganization, financing transaction, or sale of all or substantially all of Seller’s business or assets. The Agreement is binding upon and inures to the benefit of the parties and their respective permitted successors and assigns.
    33. Independent Contractor
      The parties are independent contractors. Nothing in the Agreement creates or implies a partnership, joint venture, employment relationship, franchise, or agency between the parties. Neither party has authority to bind the other to any obligation or commitment without that party’s express prior written consent.
    34. Electronic Signatures
      Electronic signatures, whether transmitted by email, electronic signature platform (including DocuSign, Adobe Sign, or similar services), or other electronic means, are legally binding and have the same force and effect as original handwritten signatures pursuant to applicable law, including the Electronic Signatures in Global and National Commerce Act (E-SIGN) and the Washington Uniform Electronic Transactions Act. Documents executed by electronic signature are deemed originals for all purposes under the Agreement.
    35. Notices
      Formal notices under the Agreement shall be in writing and delivered by: (a) personal delivery; (b) nationally recognized overnight courier with tracking confirmation; (c) certified mail, return receipt requested, postage prepaid; or (d) email with written confirmation of receipt from the recipient (and not merely an automated read receipt). Notices to Seller shall be sent to: Padholder LLC, 10011 234th Avenue E, Bonney Lake, Washington 98391, Attention: Legal, or to such other address as Seller designates in writing. Notices are effective upon confirmed receipt. Routine business communications, including order confirmations, invoices, Change Order requests, and scheduling correspondence, may be exchanged by email without the formalities of this section.
    36. No Waiver
      Seller’s failure or delay in exercising any right, power, or remedy under the Agreement at any time or on any occasion is not a waiver of that right or any other right, and does not preclude further or future exercise of that or any other right. Any waiver of a provision of the Agreement must be in writing and signed by an authorized representative of the waiving party to be effective, and shall apply only to the specific instance and circumstance for which it is expressly granted.
    37. Severability
      If any provision of these Terms is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable in any respect, that provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, it shall be severed from these Terms. The remaining provisions shall continue in full force and effect and shall be construed to give maximum effect to the original intent of the parties.
    38. Survival
      The following sections survive termination, cancellation, expiration, or abandonment of the Agreement for any reason: Section 3 (Prices and Payment), Section 8 (Restocking Fees), Section 9 (Cancellation), Section 13 (Storage), Section 14 (Taxes), Section 16 (Warranty; Disclaimer), Section 17 (Exclusive Remedies), Section 19 (Collection Costs), Section 20 (Limitation of Liability), Section 21 (Disclaimer of Consequential Damages), Section 22 (Customer Misuse), Section 23 (Indemnification), Section 24 (Intellectual Property), Section 26 (Confidentiality), Section 28 (Project Abandonment), Section 36 (No Waiver), Section 37 (Severability), Section 39 (Governing Law; Venue; Arbitration), Section 40 (Time Limitation on Claims), Section 41 (Entire Agreement), and Section 42 (Construction; Miscellaneous), together with any other provisions that by their nature or express terms should survive.
    39. Governing Law; Venue; Arbitration
      The Agreement is governed by the laws of the State of Washington, without regard to its conflict of law principles and without regard to the United Nations Convention on Contracts for the International Sale of Goods. Any dispute, claim, or controversy arising out of or relating to the Agreement, including its formation, validity, interpretation, performance, breach, or termination, shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. Arbitration shall take place in Pierce County, Washington, before a single arbitrator mutually agreed upon by the parties within thirty (30) days after a demand for arbitration is filed, or, if no agreement is reached, appointed by the AAA in accordance with its rules. The arbitrator’s award shall be in writing, shall be reasoned, shall be final and binding, and may be entered as a judgment in any court of competent jurisdiction. The prevailing party in any arbitration shall be entitled to recover its reasonable attorneys’ fees and arbitration costs.Notwithstanding the foregoing, either party may seek temporary restraining orders, preliminary injunctions, or other emergency equitable relief from any court of competent jurisdiction to prevent immediate and irreparable harm, without waiving its right to arbitrate the underlying dispute. The parties irrevocably waive the right to participate in any class action, collective arbitration, consolidated arbitration, or representative proceeding; each dispute shall be resolved on an individual basis only. All arbitration proceedings, filings, and awards are confidential. Arbitration shall be conducted in English.
    40. Time Limitation on Claims
      Any claim, demand, or cause of action arising out of or relating to the Agreement, the Products, or the Services, regardless of the form of action or theory of liability, must be commenced within one (1) year of the date the claim accrues, regardless of any longer period provided or permitted by applicable law, including UCC Section 2-725. The parties expressly agree to this shortened limitations period, acknowledge it is fair and reasonable in light of the nature and scope of the commercial relationship, and irrevocably waive any longer statutory limitation period. Failure to commence a claim within this period constitutes a complete and absolute bar to that claim. This Section 40 shall be enforced to the fullest extent permitted by applicable law.
    41. Entire Agreement
      These Terms, together with the Purchase Agreement, the applicable Exhibit A, and the Padholder Limited Lifetime Warranty, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous negotiations, discussions, representations, warranties, understandings, statements, and agreements, whether oral or written, relating to the same subject matter. No modification of these Terms is effective unless made in a writing expressly identified as an amendment to these Terms and signed by an authorized officer of Seller. Seller reserves the right to update or amend these Terms from time to time by posting a revised version on its website. The version of these Terms in effect as of the Effective Date of each Purchase Agreement governs that specific transaction. Purchaser acknowledges that it is Purchaser’s responsibility to review the version of these Terms incorporated into the applicable Purchase Agreement.
    42. Construction; Miscellaneous
      Headings. Section headings are for convenience of reference only and shall not affect the interpretation or construction of the Agreement.Construction. The Agreement shall be construed fairly and without regard to which party drafted it or caused it to be drafted. The parties acknowledge that each has had the opportunity to review and negotiate the Agreement with counsel of its choosing, and the rule of construction that ambiguities are construed against the drafter (contra proferentem) shall not apply. Counterparts. The Agreement may be executed in one or more counterparts, including by electronic signature, each of which constitutes an original and all of which together constitute one and the same instrument.No Third-Party Beneficiaries. The Agreement is for the exclusive benefit of the parties and their respective permitted successors and assigns. Nothing in the Agreement confers any right, benefit, or remedy on any third party. Cumulative Remedies. All rights and remedies of Seller under the Agreement are cumulative and not alternative and are in addition to all other rights and remedies available at law or in equity.