TERMS AND CONDITIONS

1. ORDERING AND PAYMENT
   1. Purchaser shall cause to be submitted by mail, email, or FAX purchase orders in the form set forth herein, including these terms and conditions (“Purchase Order” or “PO”).
   2. Purchaser agrees to keep all terms of this Agreement, including pricing, confidential. Purchaser agrees to pay all invoiced charges, including, without limitation, for all ZONO Products, shipping, and warranty/service plans, as set forth in the Purchase Order.
   3. Purchaser shall be solely responsible for proper determination and proof of Purchaser’s tax-exempt status, if applicable, or for payment of any applicable state, local or other sales or use tax, duty, or fee levied by any taxing authority with respect to sale of the ZONO Products to Purchaser, and any penalty or interest in connection with nonpayment. Purchaser shall remit such assessed amount when required by the applicable taxing authority, or, in the event Company is required to pay the same, shall reimburse Company promptly upon Company’s invoice.
   4. Purchaser agrees that any unpaid balance not delivered to Company by the applicable invoice due date shall bear interest from the invoice date until paid at the rate of 1.5% per month or the highest rate allowed by applicable law, whichever is less.
   5. Purchaser agrees that Company has no obligation to ship any ZONO Products ordered by Purchaser during such time as any sum due and payable to Company by Purchaser remains unpaid.
   6. If Company or Warranty Provider retains an attorney to enforce the terms of this Agreement against Purchaser, Purchaser shall be liable to pay, upon demand, all such costs incurred, including reasonable attorney fees before or at trial, in arbitration, post-judgment or post-award, or in collections or bankruptcy.
2. SHIPPING
   1. Delivery Date. Company shall use its best efforts to ship ZONO Products to Purchaser as requested on the applicable PO. Delivery dates are not guaranteed and are subject to inventory levels, which may vary from time, and other factors beyond Company’s control.
   2. Shipping Options. Company shall prepay shipping and delivery charges to Purchaser’s location via third-party carriers using the shipping option requested by Purchaser. Available shipping options are as follows:
      1. Inside Placement with Cart Assembly (recommended). Carrier is requested to deliver ZONO Products to Purchaser by appointment (three-hour window), unload ZONO Products, carry ZONO Products into Purchaser’s facility, unpack and set in place, assemble all carts, remove and properly dispose of all packaging materials. Carrier shall not plug any ZONO Sanitizers into an electricity supply or advise as to the operation of ZONO Products. Purchaser is required to meet delivery service within the appointed window, ensure sufficient building access for the delivery service to park, unload, and move the Equipment into the building, and inspect ZONO Products for damage before signing and accepting delivery.
      2. Outside Door Delivery. Carrier is requested to deliver ZONO Products to Purchaser, by appointment (three-hour window), unload ZONO Products, place packaged ZONO Products just inside Purchaser’s facility door if the crate can fit through the door or outside door if the crate cannot fit through the door. Crate size (in inches) is as follows: SC1—34 x 50 x 82; SC2—48 x 64 x 82. Purchaser is required to meet delivery service within the appointed window, ensure sufficient building access for the delivery service to park, unload, and move the ZONO Products to the building, unpackage and inspect the ZONO Products for damage before signing and accepting delivery.
      3. Dock to Dock. Carrier is requested to deliver ZONO Products to Purchaser receiving dock, by appointment (three-hour window). Purchaser is required to meet delivery service within the appointed window, remove packaged ZONO Products from the truck, unpackage and inspect ZONO Products for damage before signing and accepting delivery.
   3. Risk of Loss. Company shall bear the risk of loss, damage to or destruction of ZONO Products during shipping and prior to delivery as requested. Upon delivery, Purchaser assumes all risk of loss, damage or destruction of ZONO Products.
   4. Acceptance of Equipment. Purchaser agrees to inspect each item of delivered ZONO Products and shall provide written notice to Company within forty-eight (48) hours following delivery of any damage or shortage.
3. ZONO PRODUCTS WARRANTY. ZONO Sanitech, LLC (“Manufacturer”) offers warranty plans and service options for different periods of time, which are fully transferable to Purchaser. The warranty and service plan selected by Purchaser is set forth herein. Manufacturer’s warranty certificate is attached to this PO as Exhibit A. ALL OTHER WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED AND STATUTORY, OR BY ANY PERSON, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
4. REMEDIES AND LIMITATIONS. Purchaser’s sole and exclusive remedy for any breach of this PO or any warranty in connection herewith, including those warranties disclaimed that may not be disclaimed under applicable law, or resulting from any nonconformity of the ZONO Products or any defect in material and workmanship, shall be the repair or replacement, at Warranty Provider’s sole discretion and at its sole expense, of the applicable ZONO Product or part thereof. In no event shall Company (including its members, managers, directors, officers, agents, employees, representatives, attorneys, parents, subsidiaries and affiliated entities) be liable for damages of any kind, under any theory of contract, tort, strict liability, or otherwise, including loss of use during any period of service or repair, or while awaiting delivery, lost profits, or any consequential, incidental, punitive, indirect or special damages, even if advised of the possibility of the same. Purchaser agrees that Company’s non-waivable liability, if any, shall in no event exceed the amount of Purchaser’s payment for the ZONO Products under this PO. Purchaser agrees that any claim it has or may have against Company relating to this PO, whether in contract, tort or otherwise, must be brought within one (1) year of the date such claim arose, or such claim shall be deemed to have been waived or time barred.
5. ENTIRE AGREEMENT. This PO contains the entire agreement of the parties hereto and supersedes any and all other oral and written communications and agreements with respect to the subject matter hereof. This PO shall not be modified or amended without the written consent of both parties. Any additional terms proposed by Purchaser and not expressly accepted by Company as indicated by the signature of its President shall be void, shall not amend this PO or self-execute by the provision of goods or services by Company, and are expressly rejected. No Purchase Order shall be binding on Company until accepted by Company. The headings and sections herein are for reference only. This PO shall be construed according to its plain terms and not more or less favorably to either party as a result of its draftsmanship.
6. WAIVER. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof and no waiver shall be effective unless made in writing.
7. FORCE MAJEURE. If Company is unable to perform any of its obligations hereunder, due to any event beyond its reasonable control, including without limitation weather and all other acts of God; war; terrorism; epidemic; pandemic; fire; heat; cold; explosion; flood; power or telephone failure; acts or omissions of any government or agency thereof; quarantine; compliance with requirements, rules, regulations or orders of any governmental authority or any instrumentality thereof; labor difficulty; supplier failure or delay; civil disorder; or breakdown or malfunction of machinery, transportation facilities or other equipment of any nature, then Company or Warranty Provider’s performance shall be excused for the pendency of such event, provided that it shall use commercially reasonable efforts to limit the duration of any such delay.
8. ARBITRATION. This Agreement shall be deemed to have been entered into and performed in Fulton County, Georgia and shall be subject exclusively to Georgia law without regard to conflict of law. The parties agree that each shall be subject to the jurisdiction of the state and federal courts of Fulton County Georgia, and that venue shall be proper therein; provided, however, that, either party shall have the right to demand, prior to the filing of an answer in any suit in connection herewith (but not thereafter), and upon payment of the applicable case filing fee, that any dispute or controversy arising under or in connection with this Agreement, other than nonpayment by Purchaser of any sum due hereunder, shall be transferred to and shall be settled exclusively by arbitration by a single arbitrator, under the auspices of the American Arbitration Association, in accordance with its Commercial Arbitration Rules, in Fulton County, Georgia. The prevailing party in any suit or arbitration proceeding brought or instituted with respect to this Agreement shall be entitled to recover from the nonprevailing party, in addition to its damages and costs of arbitration or litigation, reasonable attorney’s fees to be fixed by the arbitrator or court. Judgment may be entered on the arbitrator’s award in any court having jurisdiction.
9. SEVERABILITY. If any provision of this Agreement shall be deemed unlawful or unenforceable by any court or arbitrator, the remainder of the Agreement shall remain in full force and effect.
10. BINDING EFFECT. This Agreement shall be binding upon the parties and their assigns. Warranty Provider is a third-party beneficiary of this Agreement where applicable.
11. SURVIVAL. Any provision herein that by its terms may extend beyond the delivery of the ZONO Products to Purchaser shall survive the termination of this Agreement for any reason.
12. NOTICES. All notices, requests, and communications required or permitted hereunder shall be in writing and sent to all other parties using the contact information first written above by (i) email and (ii) by certified or registered mail, return receipt requested, FedEx, or other similar overnight bonded mail delivery services, or via hand delivery. Notice will be effective on the date of receipt or, if mailed, upon the earlier of actual receipt or forty-eight (48) hours after being placed in the United States mail. Notice may be delivered via email but shall be effective only upon confirmation of delivery by the recipient; provided that it shall be the recipient’s material duty hereunder to confirm such receipt promptly upon delivery. Any Party may change its contact information for notification purposes by giving all other Parties notice of the new contact information and the date upon which it will become effective.
13. TIME IS OF THE ESSENCE. Time is of the essence in this Agreement.
14. SIGNATURES. This Agreement shall not be effective until signed by each party hereto; provided however that it may be signed in one or more identical counterparts, which shall together be deemed a single document. Signatures delivered electronically shall have the same force and effect as original signatures. This Agreement shall be deemed to have expired if signed by a single party and not signed by the other party hereto within seven days thereafter, with a copy delivered to the original signing party.

IN WITNESS WHEREOF, the Purchaser and Company have set their hands as written below.

 

Purchaser:   ___________________________________     By:   ________________________________   Print Name: _________________________   Title: _______________________________   Date:   ______________________________

ZONO TECHNOLOGIES         By : _______________________________   Print Name: ________________________   Title:   _____________________________   Date: ______________________________