Terms & Conditions of Sale

These Terms & Conditions ("Terms") govern all quotations, proposals, order confirmations, statements of work, invoices, and sales of products and/or services by FlexoPodz ("Seller") to the purchasing customer ("Buyer"). Buyer accepts these Terms by (a) signing below, (b) issuing a purchase order, (c) approving a quote, (d) authorizing production, shipment, or installation, (e) accessing or using Seller's software (as applicable), or (f) accepting delivery. The individual accepting these Terms represents that they are authorized to bind Buyer.

If Buyer's purchase order or other documents contain different or additional terms, Seller rejects them and these Terms control unless Seller agrees otherwise in a written amendment signed by Seller. No course of dealing, course of performance, or usage of trade modifies these Terms.

1) Definitions

Products: all storage equipment and related items supplied by Seller, including but not limited to mobile storage systems, static shelving, carriages, floor tracks, uprights, shelves, holders/poles, safety accessories, hardware, labeling, and all carts (including sleeve carts, plate carts, ink carts, vertical carts, horizontal carts, and any custom or purpose-built carts), plus all components, parts, and accessories.

Services: design, coordination, site review, installation, training, configuration, and related labor.

FlexOpz Software: Seller's software products and related services (including any web/mobile applications, subscription services, dashboards, APIs, integrations, updates, and documentation).

Subscription Services: access to FlexOpz Software and any related hosted services provided on a subscription basis.

Buyer Data: data, content, and information submitted to FlexOpz Software by Buyer or its users.

Technical Documents: drawings, layouts, bills of materials, configuration details, specifications, and any written approvals required to release an Order.

Custom / Made-to-Order: any Product (including carts) manufactured, modified, configured, cut-to-length, or tailored to Buyer's facility, workflow, layout, finishes, dimensions, track lengths, labeling, load requirements, or specifications; and any items not stocked as standard inventory.

Order: the accepted quote/proposal, Seller's order confirmation (if issued), exhibits, and these Terms.

Order Documents: Seller's written estimate, proposal, quote, order confirmation, statement of work, and/or invoice for a given Order.

Business Day: any day other than a Saturday, Sunday, or a day on which banks in the State of California are authorized or required to close.

Substantial Completion: as defined in Section 20.

Carts Included: Carts are considered Products under these Terms and are subject to the same payment, cancellation, shipping/inspection, and warranty limitations as all other Products.

2) Quote Validity, Scope, and Order Acceptance

Quote validity: Quotes are valid for 30 days unless stated otherwise in writing.

Scope: Seller's scope is limited to what is explicitly described in the Order Documents. Anything not expressly included is excluded.

Order acceptance: An Order is accepted when Seller receives Buyer's written approval and any required deposit, or when Seller begins procurement, production, or scheduling — whichever occurs first.

3) Pricing, Taxes, and Pass-Through Costs

Prices are in USD unless stated otherwise. Taxes, duties, permit fees, inspection fees, and similar governmental charges are excluded unless explicitly included.

Buyer is responsible for applicable sales/use taxes unless Buyer provides a valid exemption certificate before invoicing.

Buyer is responsible for pass-through charges caused by delivery/site conditions (appointment delivery, detention, re-delivery, limited access, inside delivery, lift-gate, storage, etc.) unless included in writing.

Seller may correct typographical, clerical, or pricing errors in any Order Document prior to shipment. If a corrected price is materially higher, Buyer may cancel the affected line item within 5 Business Days of notice without penalty as to that item only.

4) Lead Times (Not Guaranteed)

Any stated lead time is an estimate and is not guaranteed.

Lead time begins only after Seller receives (a) Buyer's signed/approved Order, (b) the required deposit, and (c) any required approvals of Technical Documents needed to release the Order.

Seller is not liable for delays caused by supply chain constraints, carriers, weather, labor actions, Buyer-caused delays, jobsite readiness, or events beyond Seller's control.

5) Payment Terms (Strict)

Payment schedules vary by product category and project scope and are determined case-by-case. Any examples shown in these Terms are illustrative only, are subject to change, and do not create a commitment by Seller for any specific project.

The controlling payment schedule for any Order will be the schedule stated in the Order Documents. If the Order Documents do not specify a schedule, Seller will provide one upon request prior to release, and until provided the amounts are due upon receipt of invoice.

Seller may require different milestones for a specific project (including but not limited to custom engineering, third-party equipment, expedited production, special freight/rigging requirements, or project risk).

Time is of the essence with respect to all Buyer payment obligations.

5.1 Storage Systems (PODZ systems and other shelving/mobile storage systems)

Commonly applies to Orders primarily consisting of Seller's storage systems (including mobile carriages, floor track, uprights, shelving bays/frames, and related system components):

• 50% deposit due at Order acceptance (authorizes procurement/production)
• 30% due prior to shipment (or upon Seller's "ready to ship" notice)
• 20% due upon Substantial Completion (or within 7 calendar days of delivery if no installation is included)

5.2 AutoPlatePodz / VLMs / Third-Party Automation Equipment (when sold by Seller)

Commonly applies to Orders that include automated equipment, VLMs, or third-party automation products (and related configuration/integration services):

• 60% deposit due at Order acceptance
• 30% due prior to shipment (or upon Seller's "ready to ship" notice)
• 10% due upon delivery or Substantial Completion (as stated in the Order)

5.3 Carts, Accessories, and Small Standalone Orders

Commonly applies to standalone orders for carts and other smaller, non-system items (including sleeve/plate/ink carts and accessory-only orders):

• 75% deposit due at Order acceptance (authorizes procurement/production)
• 25% due upon delivery

5.4 Services Only

If an Order is for Services only (or if Services are separated from Products in the quote), Seller may invoice (a) in advance, (b) by milestone, or (c) time-and-materials, as stated in the Order.

5.5 Classification, Exceptions, and Updates

Seller will determine, in its reasonable discretion, which schedule applies based on the Order's scope and composition. Seller may require exceptions to the example schedules above, and payment terms may be updated for a specific project. Buyer agrees the payment schedule stated in the Order Documents controls, even if it differs from these examples.

Additional payment terms

• Net terms: Due upon receipt unless stated otherwise in writing.
• Late payments: 1.5% per month (18% APR) or the maximum allowed by law, whichever is less, from due date until paid.
• Application of payments: Seller may apply any payment received to the oldest outstanding amounts first, notwithstanding any contrary notation by Buyer.
• No setoff: Buyer may not offset or deduct any amounts from Seller invoices for any reason unless Seller agrees in writing.
• Collections: Buyer pays reasonable costs of collection, including attorneys' fees and costs.
• Hold rights; non-payment remedies: If any amount is past due, Seller may (without liability) pause production, withhold shipment, pause installation, suspend maintenance services, and/or suspend software access/support until Buyer is current. If Buyer fails to pay amounts required to ship or deliver Products within fourteen (14) days after Seller's written notice that Products are ready to ship/deliver, Seller may, in addition to storage fees and other charges: (a) treat Buyer's failure to pay as a material breach; (b) cancel the Order (in whole or in part) without further obligation; (c) retain any deposit and pursue collection of all amounts due and costs incurred; and/or (d) to the maximum extent permitted by law, resell or otherwise dispose of the Products and apply proceeds (less costs) to amounts owed by Buyer.
• Collections follow-up fee: If Seller must make more than three (3) payment follow-ups (email, call, or written notice) regarding the same overdue invoice, Buyer agrees Seller may add an $85 administrative collections fee for each additional follow-up attempt.
• Chargebacks / disputed payments: Buyer will not initiate chargebacks or payment reversals for undisputed amounts. Any chargeback or reversal that is not due to Seller's error will be treated as non-payment and Buyer will reimburse Seller for associated fees and administrative costs.

6) Title; Security Interest; Right to Recover

Title retention: Title to Products remains with Seller until Seller has received payment in full for all amounts due under the Order.

Security interest: Buyer grants Seller a purchase-money security interest in the Products (and proceeds) to secure payment. Buyer authorizes Seller to file UCC-1 financing statements or similar documents, and will execute any documents Seller reasonably requests to perfect that interest.

Recovery: If Buyer fails to pay amounts due, Seller may (to the extent permitted by law) recover Products and Buyer will provide reasonable access for recovery. Buyer will be responsible for Seller's reasonable costs of recovery.

7) Credit Holds and Financial Assurance

If Seller reasonably believes Buyer's ability or willingness to pay is impaired, Seller may require cash in advance or other assurance. If Buyer fails to provide assurance within 5 Business Days, Seller may suspend or cancel under Section 11.

8) Technical Documents, Configuration, and Performance Estimates

Buyer approval required: Where applicable, Seller will provide Technical Documents. Buyer is responsible to review and approve Technical Documents before release.

Approval responsibility: Buyer's approval confirms the Technical Documents meet Buyer's requirements (dimensions, access, clearances, quantities, workflow, and intended use). After approval, changes require a written Change Order and may affect price and schedule. A Change Order does not create or reopen any cancellation or return rights, and does not modify the "all sales final / no returns" policy unless Seller expressly agrees in writing.

Capacity / performance language: Any capacity figures, counts, storage estimates, throughput estimates, or performance statements are good-faith estimates based on information Buyer provides and assumptions stated or implied in the proposal. Actual results may vary due to sleeve/plate/cart variations, loading practices, environmental conditions, floor conditions, and operational behavior.

Limitation: Seller is not responsible if an estimated capacity or performance outcome differs from Buyer's real-world results, provided Seller delivered Products/Services materially consistent with the approved Technical Documents and the Order scope.

9) Consulting, Advice, and No Professional Reliance

Buyer may receive recommendations, opinions, or guidance from Seller regarding layout, workflow, storage methods, safety, or operations ("Advice").

Advice is provided for general informational purposes based on limited information and is not a guarantee of results. Seller is not acting as an architect, professional engineer, or licensed safety consultant unless expressly engaged in a signed writing to do so.

Buyer remains solely responsible for (a) determining suitability for Buyer's intended use, (b) compliance with facility rules, codes, and regulations, and (c) safe operation and training.

10) Change Orders

Any change in scope, layout, quantities, configuration, finishes, delivery method, schedule, site conditions, software requirements, integrations, or subscription scope requires a written Change Order approved by Buyer. Seller may adjust price and schedule accordingly. Work performed at Buyer's verbal or written direction before a formal Change Order is executed is billable on a time-and-materials basis.

11) Cancellation (Strict)

Two-week window: Buyer may request cancellation only within fourteen (14) calendar days of issuing the purchase order and only if (a) Seller has not received the deposit and (b) Seller has not ordered materials, begun fabrication, released to manufacturing, or otherwise committed resources.

After deposit: Buyer may not cancel an Order after Seller receives the deposit, except with Seller's written consent.

If Seller agrees to cancellation in writing, Buyer must pay: (a) costs incurred to date (materials, labor, design/engineering, vendor commitments), plus (b) a cancellation fee of 20% of the Order total, plus (c) any non-cancelable vendor costs. Buyer agrees these amounts are a reasonable pre-estimate of Seller's loss and not a penalty.

Deposits are non-refundable to the extent they cover incurred costs and committed production.

Technical approval obligation: Buyer is responsible for timely review/approval of Technical Documents within the cancellation window. Failure to review/approve does not extend the cancellation window.

12) Returns / RMAs

No returns without written RMA (Return Material Authorization) issued by Seller.

Default policy: no returns. All sales are final. Because Products are frequently custom/configured, Seller does not accept returns unless Seller explicitly approves a return in writing.

If Seller approves a return for an eligible, non-custom item: request within 10 calendar days of delivery; items must be unused, uninstalled, unmodified, complete, and in original packaging; Buyer pays freight both directions and bears risk of loss in transit; 40% restocking fee applies; and items must be received by Seller within 15 days of RMA issuance.

Unauthorized/damaged/used/installed/modified/incomplete returns will be refused or returned at Buyer's expense.

13) Delivery Dates; "Ready to Ship"; Storage

Delivery dates are estimates, not guarantees.

If Product is ready to ship and Buyer has not paid amounts required to ship (including the "prior to shipment" milestone) within fourteen (14) calendar days of Seller's written ready-to-ship notice, Seller may: invoice remaining amounts due per the payment schedule; charge storage and handling at $250 per week per shipment (or actual costs, whichever is greater), beginning on day 15; and reschedule shipment at Seller's convenience once Buyer is current.

14) Risk of Loss; Shipping Terms

Risk of loss: Unless expressly stated otherwise in the Order, risk of loss or damage to Products transfers to Buyer upon Seller's tender of the Products to the carrier at Seller's shipping point (FOB Shipping Point). Transfer of risk of loss does not affect Seller's retention of title under Section 6.

Freight claims: Buyer is responsible for filing and pursuing freight claims with the carrier. Seller may assist with documentation upon request.

Delivery accessorials: Appointment delivery, detention, limited access, inside delivery, lift-gate, re-delivery, and similar accessorials are Buyer's responsibility unless expressly included in writing.

15) Inspection, Damage, and Shortage Claims

Buyer must inspect shipments upon receipt and note visible damage/shortages on the delivery receipt/BOL.

Buyer must notify Seller within 48 hours of delivery with photos and documentation for any claim. Failure to provide timely notice waives the claim.

16) Jobsite Readiness (Buyer Duties)

If installation is included, Buyer must provide at its cost: clear access and staging area; safe jobsite compliance and site escort requirements as applicable; adequate lighting and power; lifts/forklifts and operators if required (unless included in writing); floor readiness/conditions consistent with what Buyer represented; removal or containment of debris and obstacles; dumpsters / trash disposal for general jobsite waste (unless included in writing); and any permits, escorts, and access approvals required for Seller/installer personnel.

17) Installation Scheduling Changes / Cancellations

If Buyer cancels or reschedules installation 30 days or less prior to the scheduled install start date, Buyer agrees to pay: (a) a $1,500 re-mobilization / rescheduling fee, plus (b) any non-refundable travel, lodging, labor scheduling impacts, and vendor/installer charges incurred by Seller.

Buyer-caused delays at the jobsite (site not ready, restricted access, shutdown changes, missing equipment, safety stoppages, etc.) will be billed at actual cost plus reasonable administrative time.

18) Self-Installation; Photo Verification; Warranty Impact

Mobile systems: Any self-installation of mobile systems must be pre-approved in writing by FlexoPodz. If a mobile system is self-installed without written approval, the warranty is void.

Carts and static shelving: Buyer may self-install carts and static shelving unless the quote states otherwise. Buyer is responsible for correct installation and must provide photo documentation upon completion (as requested by Seller) to confirm installation is complete and consistent with Seller's requirements.

Buyer acknowledges Seller may require corrective actions if installation photos indicate improper installation; any such corrective work is outside scope unless included in writing.

19) Scope Exclusions — Assembly and Inventory Handling

Unless explicitly included in writing, Seller does not: assemble or install sleeve holders/poles within the shelves; assemble plate boxes, partitions, or internal box components; organize Buyer's inventory, label Buyer's inventory, or place inventory onto shelves/carts; or perform ongoing housekeeping, sorting, or "put-away" services.

20) Substantial Completion; Punch List

Substantial Completion occurs when the system is functional and safe for intended use, subject to minor punch list items that do not prevent use.

Buyer must provide any punch list in writing within 5 Business Days of Substantial Completion; otherwise the work is deemed accepted.

Buyer may not withhold payment for minor punch list items that do not prevent safe/intended use.

21) Service & Maintenance (Optional; Charged)

Separate contract: If Buyer purchases maintenance, inspection, service visits, training refresh, repairs outside warranty, or ongoing support (collectively, "Maintenance Services"), those services will be governed by a separate Service & Maintenance Agreement or by Exhibit C if attached and signed.

Fees: Maintenance Services are billable and may be offered as (a) a subscription plan, (b) prepaid service blocks, or (c) time-and-materials, as stated in the applicable Order/Exhibit.

Scheduling and access: Buyer must provide access, escorts, and safe working conditions. Buyer is responsible for delays caused by site restrictions or lack of readiness.

Out-of-scope / not included: Unless explicitly included, Maintenance Services do not include inventory organization, sleeve holder assembly, plate box assembly, cleaning/housekeeping, or any work requiring facility contractors (electrical, concrete, carpentry, etc.).

Parts and freight: Replacement parts, consumables, freight, and accessorial charges are additional unless included in writing.

No guarantee of uptime: Maintenance Services are intended to reduce downtime and keep equipment operating, but do not guarantee uninterrupted operation.

Non-payment: Seller may suspend Maintenance Services for any past-due balance.

22) FlexOpz Software Terms

If Buyer purchases, accesses, or uses FlexOpz Software or Subscription Services, the following terms apply in addition to the rest of these Terms:

22.1 License; Ownership

License: Subject to payment and compliance, Seller grants Buyer a limited, non-exclusive, non-transferable, revocable license to access and use FlexOpz Software for Buyer's internal business purposes during the subscription term.

Ownership: FlexOpz Software and all related intellectual property are owned by Seller and/or its licensors. No rights are granted except as expressly stated.

22.2 Subscription Term; Renewals; Fees

Subscriptions start on the date specified in the Order (or upon first access, whichever occurs first) and continue for the term stated.

Unless stated otherwise, subscriptions renew automatically for successive terms equal to the initial term, and Seller will invoice per the Order. Buyer may prevent renewal by providing written notice at least 30 days before the renewal date. Seller may adjust subscription fees for any renewal term on at least 30 days' notice before the renewal date.

Fees are non-refundable except as required by law or expressly stated in writing.

22.3 Buyer Responsibilities; Security

• Buyer is responsible for maintaining appropriate devices, browsers, connectivity, and internal policies for user access.
• Buyer is responsible for the accuracy, quality, and legality of Buyer Data.
• Buyer will not (and will not permit any third party to) reverse engineer, copy, scrape, or attempt to derive source code from FlexOpz Software, or use it to build a competing product.
• Buyer will maintain reasonable administrative, physical, and technical safeguards for user credentials and will promptly notify Seller of suspected unauthorized access.
• Buyer is responsible for all activity occurring under its user accounts.

22.4 Availability; Changes

Seller may perform scheduled maintenance and may temporarily suspend access as reasonably necessary.

Seller may modify, update, or improve FlexOpz Software from time to time. Seller will use commercially reasonable efforts not to materially reduce core functionality during an active subscription.

22.5 Integrations; Third-Party Services

If Buyer uses third-party integrations, Buyer acknowledges that third-party systems are outside Seller's control. Seller is not responsible for downtime, data loss, or errors caused by third-party services, APIs, or changes.

22.6 Support

Support levels (response times, channels, and included hours) are as stated in the Order, Service & Maintenance Agreement, or Exhibit C. Out-of-scope support is billable at Seller's then-current rates.

22.7 Warranty Disclaimer (Software)

FLEXOPZ SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SELLER DOES NOT WARRANT THAT FLEXOPZ SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT IT WILL ACHIEVE BUYER'S DESIRED OUTCOMES.

22.8 Limitation of Liability (Software)

SELLER'S TOTAL LIABILITY RELATED TO FLEXOPZ SOFTWARE FOR ANY CLAIM WILL NOT EXCEED THE SOFTWARE FEES PAID BY BUYER TO SELLER FOR FLEXOPZ SOFTWARE IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT IS SELLER LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

22.9 Suspension; Termination

Seller may suspend or terminate access to FlexOpz Software if Buyer is past due, breaches these Terms, or uses the software in a way that threatens security, privacy, or system integrity.

22.10 Buyer Data; License to Seller; Aggregated Data

As between the parties, Buyer retains all right, title, and interest in Buyer Data. Buyer grants Seller a non-exclusive, worldwide license to host, copy, process, transmit, and display Buyer Data solely as needed to provide, secure, support, and improve the Subscription Services. Seller may collect and use aggregated and de-identified data derived from use of FlexOpz Software (which does not identify Buyer or any individual) for any lawful business purpose, including analytics and product improvement. If Buyer provides suggestions or feedback, Seller may use it without restriction or obligation.

22.11 No Regulated Data; Retention

No regulated data: Buyer will not upload, store, or process (and will not permit users to upload, store, or process) any data subject to heightened regulatory requirements — such as protected health information (PHI), payment card data (PCI), sensitive government-controlled data, or other regulated personal data — through FlexOpz Software unless Seller has expressly agreed in a separate written agreement.

Retention: Unless otherwise stated in writing, Seller may retain Buyer Data for a commercially reasonable period to provide the Subscription Services, support Buyer, and comply with legal obligations. Upon written request after termination, Seller will use commercially reasonable efforts to delete Buyer Data from active systems within a reasonable timeframe, subject to backups and legal retention requirements.

23) Limited Warranty (Summary)

Seller as warrantor: FlexoPodz provides the limited warranty described in this Section 23 (the "Limited Warranty") to the original Buyer only. The Limited Warranty is not transferable.

Coverage term: Mobile storage equipment is warranted to the original Buyer for ten (10) years from purchase date. Carts, shelving components, and electrical mobile carriages are warranted for one (1) year from purchase date.

Installation labor: Installation labor performed by Seller is warranted for one (1) year.

VLMs / automated equipment: Vertical lift modules and other third-party automated equipment are covered exclusively by the applicable manufacturer's warranty, which Seller passes through to Buyer. Seller provides no separate warranty on such equipment beyond assisting Buyer in processing manufacturer warranty claims.

What this warranty covers: Defects in materials and workmanship in Products supplied by Seller, under normal use and service, when installed and maintained in accordance with Seller's instructions and within stated load ratings and configuration limitations.

What this warranty does not cover: Misuse, abuse, improper installation, modification, unauthorized repair, accidents, improper maintenance, environmental corrosion, normal wear, or operation outside stated limits.

Wear items: Wear items (including casters, wheels, bearings, bumpers, and consumable pads) are subject to normal wear and are not covered except for defects in materials/workmanship reported within 30 days of delivery.

Exclusive remedy: BUYER'S EXCLUSIVE REMEDY, AND SELLER'S ENTIRE OBLIGATION, IS (AT SELLER'S OPTION) REPAIR, REPLACEMENT, OR REFUND OF THE DEFECTIVE PRODUCT OR COMPONENT. IN NO EVENT IS SELLER LIABLE FOR CONSEQUENTIAL DAMAGES. If Seller's exclusive remedy is found to fail of its essential purpose, Seller's total liability remains subject to Section 25.

Third-party / manufacturer components: Some Products may include components or subassemblies manufactured by third parties (including, as applicable, mobile system components and electrical components). Seller may use the third-party manufacturer or supplier to perform warranty service or supply replacement parts. Seller's Limited Warranty for such third-party components is limited to, and no broader than, the warranty and remedies available to Seller from the applicable manufacturer or supplier. Seller is not responsible for delays or failures by third parties beyond Seller's reasonable control; however, Seller will use commercially reasonable efforts to assist Buyer in processing applicable warranty remedies.

Disclaimer: EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 23 (AND ANY ATTACHED EXHIBIT A EXPRESSLY INCORPORATED INTO THE ORDER), SELLER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

23.1 Warranty Claim Procedure

Notice: Buyer must provide written notice of any claimed defect in materials or workmanship promptly after discovery and, in any event, within the applicable warranty period.

Information: Buyer must provide reasonable information requested by Seller, including photos, serial numbers, operating conditions, and a description of the issue.

Inspection: Seller may require inspection (remote or on-site) before authorizing any remedy. Buyer will provide reasonable access for inspection.

RMA / return of parts: Seller may require an RMA and return of the allegedly defective part(s). Unless required by law, Buyer is responsible for packaging and shipping to Seller or Seller's designee; Seller will determine whether shipping is reimbursable based on the circumstances and warranty coverage.

Remedies: If Seller determines a defect covered by warranty exists, Seller will, at its option, repair, replace, or refund as stated in Section 23.

Exclusions and voiding events: Warranty coverage is void to the extent the condition results from misuse, abuse, improper installation, unauthorized modification/relocation, lack of maintenance, operation outside stated limits, or other excluded causes.

23A) Intended Use; Excluded Environments; Buyer Responsibility After Delivery

Excluded environments / special requirements: Unless expressly specified in the Order Documents (including any required engineering, accessories, ratings, anchoring, or compliance measures), Products are not designed, labeled, or warranted for use in hazardous or regulated environments or conditions, including explosive/flammable atmospheres, classified hazardous locations, cleanroom or medical-regulated environments, highly corrosive or chemical-exposure environments, seismic or high-vibration applications, or any use requiring special code compliance beyond ordinary industrial storage. Buyer is solely responsible for identifying any special environment, code, or regulatory requirements prior to Order release, and any such requirements must be documented in the Order Documents.

Buyer controls the site and operation: Buyer has exclusive control over the facility, work practices, staffing, supervision, and day-to-day operation of the Products once delivered (and once installation is complete, if applicable).

Training and procedures: Buyer is solely responsible for training all operators, establishing safe operating procedures, and enforcing compliance with all warnings, labels, operating instructions, and any documentation provided by Seller.

Proper use and load limits: Buyer will operate the Products only as intended and within stated load ratings and configuration limitations. Buyer is responsible for verifying compatibility with Buyer's items, handling methods, and environmental conditions.

Maintenance and inspections: Buyer is responsible for routine inspection, maintenance, and upkeep (including tightening hardware, checking fasteners, verifying track areas are clean/clear, and maintaining carts/casters/wheels) and for promptly removing any Product from service if Buyer suspects unsafe or abnormal operation.

No safety device guarantee: Products are storage and material-handling equipment. They are not a substitute for Buyer's safety program, guarding, facility engineering controls, or regulatory compliance, and they do not eliminate risk of injury or damage.

Site conditions and changes: Buyer is responsible for changes to site conditions after installation (floor deterioration, impacts, relocations, modifications, reconfiguration, anchoring conditions, seismic/safety requirements, drainage, corrosion, chemical exposure, etc.). Any relocation, modification, alteration, or reconfiguration not performed or approved in writing by Seller is at Buyer's risk and may void warranty.

23B) Buyer Release; Assumption of Risk; Waiver of Subrogation

Assumption of risk: To the maximum extent permitted by law, Buyer assumes all risks associated with Buyer's use, operation, supervision, and control of the Products after delivery/acceptance (and after Substantial Completion if installed by Seller).

Release: To the maximum extent permitted by law, Buyer releases Seller from claims arising out of incidents, injuries, property damage, or losses occurring after the Products are under Buyer's control, except to the extent caused by Seller's willful misconduct or a proven defect in materials/workmanship within the express warranty.

Waiver of subrogation: Buyer waives, and will cause its insurers to waive, all rights of subrogation against Seller for losses covered by Buyer's insurance.

23C) Insurance Requirements

Buyer insurance: During the time Buyer owns, operates, or controls the Products, Buyer will maintain (at its own expense) commercially reasonable insurance coverage, including (a) commercial general liability, (b) property insurance covering Buyer's premises and contents, and (c) workers' compensation (as required by law).

Primary coverage: Buyer's insurance will be primary to any insurance carried by Seller for claims arising out of Buyer's premises or Buyer's operation/use of the Products.

Additional insured (where available): Upon request and where commercially available, Buyer will use reasonable efforts to name Seller (and Seller's installers/contractors, if applicable) as an additional insured on Buyer's commercial general liability policy for claims arising from Buyer's premises or Buyer's operations.

Evidence of insurance: Buyer will provide evidence of insurance upon request.

24) Indemnification

Buyer duty to defend and indemnify: Buyer will defend, indemnify, and hold harmless Seller (and its officers, directors, employees, contractors, and agents) from and against any claims, demands, actions, penalties, fines, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Buyer's or any third party's use, operation, supervision, or control of the Products after delivery/acceptance; (b) improper installation not performed by Seller; (c) unauthorized modifications, relocation, or reconfiguration; (d) failure to train, supervise, or enforce safe practices; (e) unsafe operation or misuse; (f) Buyer's facilities, premises conditions, or regulatory compliance; and (g) Buyer Data and Buyer's use of FlexOpz Software.

Cooperation: Buyer will cooperate reasonably in the defense of any claim and will not settle any claim that imposes liability or obligations on Seller without Seller's prior written consent.

25) Limitation of Liability

Scope of limitation: TO THE MAXIMUM EXTENT PERMITTED BY LAW, SELLER'S LIABILITY ARISING OUT OF OR RELATING TO AN ORDER (INCLUDING IN CONTRACT, TORT, STRICT LIABILITY, WARRANTY, NEGLIGENCE, OR OTHERWISE) IS LIMITED AS STATED IN THIS SECTION.

Aggregate cap: SELLER'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS RELATED TO AN ORDER WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID TO SELLER FOR THE PRODUCTS/SERVICES GIVING RISE TO THE CLAIM.

Excluded damages: SELLER IS NOT LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST PRODUCTION, BUSINESS INTERRUPTION, DOWNTIME, LOSS OF USE, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Essential purpose / basis of the bargain: THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REFLECT THE AGREED ALLOCATION OF RISK ON WHICH SELLER'S PRICING IS BASED.

State-law savings: Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, the foregoing limitations apply to the maximum extent permitted by law.

26) Confidentiality — Proposals, Pricing, and Technical Documents

Buyer agrees that Seller's proposals, drawings, layouts, Technical Documents, pricing, and commercial terms are confidential and may not be shared with third parties (including competitors and other integrators) without Seller's prior written consent, except as required for internal evaluation by Buyer's employees and professional advisors who are bound by confidentiality. This obligation continues for three (3) years after disclosure, and indefinitely for any trade secret.

26.1 Injunctive Relief

Buyer acknowledges that unauthorized disclosure or use of Seller's confidential information may cause irreparable harm for which monetary damages may be inadequate. Seller is entitled to seek injunctive or equitable relief (in addition to any other remedies) to prevent or stop any actual or threatened breach of this Section 26, without the requirement of posting a bond.

27) Intellectual Property / Documents

All drawings, layouts, renders, BOMs, and documents provided by Seller remain Seller's intellectual property unless explicitly transferred in writing. Buyer may use them only for internal evaluation/operation of the purchased system and may not share with third parties without Seller's written consent.

28) Force Majeure

Neither party is liable for delays or failures (other than Buyer's payment obligations) caused by events beyond its reasonable control, including supplier constraints, transportation disruptions, labor disputes, fire, flood, acts of God, epidemic or pandemic, war, terrorism, cyberattack, government actions, and utility failures.

Force majeure does not excuse or suspend Buyer's obligation to pay amounts already due. The affected party will use commercially reasonable efforts to mitigate. If a force majeure event continues for more than ninety (90) days, either party may terminate the affected Order on written notice, and Buyer will pay for all Products/Services delivered and all costs incurred through the termination date.

29) Limitation Period

Any claim by Buyer arising out of or relating to an Order must be brought within one (1) year after the event giving rise to the claim, or such claim is permanently barred.

30) Governing Law; Venue; Jury Waiver; Attorneys' Fees

These Terms are governed by the laws of the State of California, without regard to conflict of laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

Any dispute will be brought exclusively in the state or federal courts located in Los Angeles County, California, or the Central District of California, and Buyer consents to personal jurisdiction and venue there.

Jury trial waiver: TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY DISPUTE ARISING OUT OF OR RELATING TO AN ORDER OR THESE TERMS.

Attorneys' fees: In any action arising out of or relating to an Order or these Terms, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

31) Notices

Notices must be in writing and delivered by (a) personal delivery, (b) certified mail (return receipt requested), (c) nationally recognized overnight courier, or (d) email with confirmed receipt (routine invoices and operational notices excepted), to the addresses in the Order (or such updated address as a party designates by notice).

32) Assignment

Buyer may not assign or transfer an Order or these Terms (including by change of control, merger, or operation of law) without Seller's prior written consent, and any attempted assignment without consent is void. Seller may assign to an affiliate or successor. These Terms bind and benefit the parties' permitted successors and assigns.

33) No Waiver; Cumulative Remedies

No failure or delay by Seller in exercising any right is a waiver of that right, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and signed by Seller, and applies only to the specific instance. All of Seller's rights and remedies are cumulative and in addition to any other remedies available at law or in equity.

34) Compliance with Laws; Export

Each party will comply with all laws applicable to its performance. Buyer will not export, re-export, or use the Products or FlexOpz Software in violation of applicable export control or sanctions laws, and represents it is not subject to such restrictions.

35) Independent Contractors; No Third-Party Beneficiaries

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship. There are no third-party beneficiaries of these Terms.

36) Reference Rights

Seller may identify Buyer as a customer and use Buyer's name and logo in customer lists and marketing references. Buyer may opt out of this Section by written notice to Seller.

37) Interpretation

Section headings are for convenience only and do not affect interpretation. "Including" and "such as" mean "including without limitation." These Terms will not be construed against the drafting party. If there is any conflict between the body of these Terms and an Order Document, the order of precedence in Section 38 controls.

38) Entire Agreement; Severability; Precedence; Electronic Signatures; Survival

These Terms plus the quote/order confirmation and exhibits are the entire agreement and supersede all prior or contemporaneous understandings on their subject matter.

If a provision is unenforceable, the rest remains effective, and the unenforceable provision will be reformed to the minimum extent necessary to make it enforceable while preserving its intent.

Precedence: (1) signed change orders/amendments, (2) order confirmation/quote, (3) these Terms, (4) exhibits.

Electronic signatures and counterparts are permitted and are effective.

Survival: The following provisions survive expiration, cancellation, or termination of an Order: Sections 3 (to the extent of amounts owed), 5 (payment obligations and remedies), 6 (title/security interest), 12–15 (as applicable to claims), 22 (FlexOpz Software terms), 23–25 (warranty limitations, safe use, release, insurance, indemnification, and limitation of liability), 26–27 (confidentiality and intellectual property), 29 (limitation period), 30 (governing law/venue/jury waiver/attorneys' fees), 33–37, and any other provisions which by their nature are intended to survive.