TERMS & CONDITIONS

At this time, deposits are not refundable.

STANDARD TERMS AND CONDITIONS OF SALE

1. AGREEMENT

These Standard Terms and Conditions of Sale (“Conditions of Sale”) shall apply to any purchase or procurement of Products or Services by the individual or legal entity procuring such Products or Services (“Purchaser”) from ModMod, the legal entity that provided the below referenced Purchase Order and is selling the Products and/or Services (“ModMod), Purchaser and ModMod are collectively referred to herein as the “Parties”. To the extent that there is a conflict between these Conditions of Sale and any other document provided to Purchaser, these Conditions of Sale shall prevail. Any variation from these Conditions of Sale shall require the signed consent of an authorized ModMod representative.

These Conditions of Sale are incorporated into Purchase Order No. in its entirety (collectively the “Agreement”) and, upon execution of the Conditions of Sale by both parties, constitutes a portion of the Parties’ Agreement. No change, modification or revision to the Agreement shall be binding unless made in writing and signed by the parties.

2. ACCEPTANCE

Acceptance of this Agreement, shall be deemed effective upon Purchaser’s execution of this the Agreement or upon shipment of the Products, as identified and defined in the Purchase Order attached hereto which are the subject of this Agreement, whichever occurs first.

3. PRICES

Unless otherwise stated in an applicable quote or proposal, all prices are subject to change without notice. Prices for orders placed for future completion without an agreed price and completion date will be billed at the pricing in effect at the time of selection of specifications and when payment becomes due.

ModMod’s completion estimates are based upon availability and the number of orders in the queue. Purchaser must pay a non-refundable deposit of $______ to reserve its place in the queue. Purchaser shall make final specification selections within ___ days of notice from ModMod notifying Purchaser that ModMod is ready to begin Purchaser’s order. Payment in full is due within ___ days of Product invoice. If Purchaser fails to make selections or remit payment within the timeframes designated herein, Purchaser may, at ModMod’s discretion, lose its space in the queue or forfeit its deposit, making this Agreement void.

4. TAXES AND FEES

Except as may be otherwise provided in the relevant Purchase Order, the price excludes all present or future sales taxes, revenue or excise taxes, value-added taxes, import and export duties and any other taxes, surcharges or duties now existing or hereafter imposed by governmental authorities upon products and/or services quoted by ModMod. The Purchaser shall be responsible for all such taxes, duties and charges resulting from this Agreement or any associated purchase. ModMod is required to impose taxes on orders and shall invoice the Purchaser for such taxes and/or fees according to applicable law, statutes, or regulations. Any changes in foreign exchange rates, sales taxes, customs tariffs or other taxes shall be chargeable to the Purchaser.

5. COMPLETION

ModMod will notify Purchaser when manufacture or build for Products is nearing final completion. Upon final completion, Products shall be picked up in person by Purchaser, or Purchaser’s designated representative, within ___ days of the completion date. Purchaser must designate a representative or carrier in writing to ModMod in order for the Products to be released to the same.

If Purchaser fails to pick up the Products subject to this Agreement within the time specified herein, ModMod may charge a storage fee of $___ per day, until the Products have been picked up by Purchaser or Purchaser’s designated representative.

6. SHIPMENT AND DELIVERY

Products shall be deemed to have been sold "EX WORKS" (EXW), ready for collection upon notice. Shipment and delivery of the Products must be arranged and paid for by Purchaser. ModMod shall not be liable for the costs incurred for shipment and delivery of the Products made subject hereof. Upon Purchaser’s request, ModMod may make recommendations to Purchaser for third-party carriers for shipment and delivery of the Products, Purchaser acknowledges and agrees that ModMod is not affiliated with any third parties. All Products made the subject hereof are to be suitably prepared and packaged for shipment by Purchaser, or Purchaser’s designated representative, so as to effect safe delivery and freedom from damage. ModMod shall not be liable for damages occurring to Products during shipment and delivery. Cost of all return shipments, for whatever reason returned, shall be borne by Purchaser with title and risk of loss passing upon delivery to, and the inspection and approval of, ModMod.

7. RISK OF LOSS

Unless otherwise specifically agreed by the Parties, the Products are delivered Ex Works and the risk of loss or damage shall pass to the Purchaser upon collection of the Products by Purchaser or Purchaser’s designated representative or carrier at ModMod’s premises or warehouses. Delivery of Products by ModMod will be deemed to be made to the Purchaser upon obtaining a signed receipt from the carrier showing receipt of the Products in good order upon collection of the same. Title passes on full payment.

8. SUBSTITUTIONS

ModMod may furnish suitable substitutes for materials unobtainable because of regulations established by governmental authority or non-availability of materials from suppliers, provided such substitutions do not adversely affect the technical soundness of the Products. ModMod assumes no liability for deviation from published dimensions and descriptive information not essential to proper performance of the Products.

9. DRAWINGS AND SPECIFICATIONS

Purchaser shall confirm that all Products are in accordance with this Agreement or requirements. Where required, prior to manufacture, ModMod may provide drawings and/or specifications sufficient to demonstrate compliance with this Purchase Order and this Agreement for Purchaser’s review and approval. A failure of Purchaser during the selection phase to discover or reject materials not in accordance with site conditions or this Agreement shall be deemed an acceptance thereof or a waiver of defects therein.

10. INTELLECTUAL PROPERTY

ModMod retains ownership of all right, title and interest (including copyright and patent rights) in and to the intellectual property and any work product relating to the Products and Services provided. Nothing in this Agreement constitutes a transfer or conveyance of any right, title or interest in such intellectual property, drawings, plans and specifications, including without limitation any software or firmware contained in those, except the limited right to use it as provided in this Agreement.

11. RESPONSIBILITY FOR SITE CONDITIONS

Purchaser represents that it has examined the specifications, plans, drawings, and other documentation in this Agreement which ModMod acknowledges are full and complete and are sufficient to enable it to determine the cost of the materials, and Purchaser has fully acquainted itself with all conditions relevant to the installation of the unit(s) at its project site and assumes the risk of any variance between the actual conditions and those set out in this Agreement.

12. WARRANTIES / DISCLAIMER

ALL PRODUCTS ARE SOLD AS-IS. MODMOD HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW, COURSE OF DEALING OR USAGE OF TRADE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS MAY BE PROVIDED IN WRITING, MODMOD SHALL NOT BE SUBJECT TO ANY OTHER OBLIGATIONS OR LIABILITIES WHATSOEVER THAN AS STATED ABOVE WITH REGARD TO PRODUCTS AND SERVICES SOLD BY MODMOD TO PURCHASER.

Non-ModMod Products or Services: With respect to Products not manufactured by ModMod, or Services provided by non-ModMod providers, the warranty obligations of ModMod shall in all respects conform and be limited to the warranty actually extended to ModMod by such non-ModMod supplier, as may be assigned to Purchaser.

13. RETURN OF PRODUCTS

No Products may be returned without first obtaining ModMod’s written permission. Returned Products must be of current manufacture and undamaged and in saleable condition. Returned Products must be securely packed to reach ModMod without damage. Costs of all return shipments, for whatever reason returned, shall be borne by Purchaser with title and risk of loss passing upon delivery to, and the inspection and approval of ModMod. Returns must originate from the original Purchaser account number.

14. INDEMNIFICATION: TO THE FULLEST EXTENT PERMITTED BY LAW, PURCHASER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS MODMOD AND ITS OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, EMPLOYEES FROM AND AGAINST ALL CLAIMS, LOSSES, EXPENSES, COSTS, DEMANDS, SUITS, CAUSES OF ACTION, AND DAMAGES, INCLUDING WITHOUT LIMITATION, ATTORNEY’S FEES, ENGINEERING OR OTHER CONSULTANTS’ FEES, OF ANY KIND RESUTING FROM PURCHASER’S PERFORMANCE OR NONPERFORMANCE OF ITS OBLIGATIONS PURSUANT TO THIS PURCHASE ORDER, OR THE NEGLIGENT USE OF THE PRODUCTS, FAILURE OF PRODUCTS, OR ACTS RESULTING IN BODILY INJURY OR PROPERTY DAMAGE, TO THE EXTENT OF THE NEGLIGENCE OR OTHER FAULT OF PURCHASER, ITS AGENTS, REPRESENTATIVES, OR INVITEES.

15. NO DAMAGES FOR DELAY

Purchaser shall have no right to claim any damages against ModMod, including consequential or incidental damages as a result of delay.

16. TERMINATION

Any Purchase Order may be terminated by the Purchaser prior to specification selection and final payment. Purchaser agrees that all Products are special or custom ordered and thus not cancelable after acceptance of this Agreement and approval of the specifications and drawings for the commencement of manufacturing.

17. CANCELLATION

ModMod shall have the right to cancel any Purchase Order at any time by written notice for any material breach of these Conditions of Sale by the Purchaser, including, but not limited to, material delays by Purchaser or its authorized representatives in approving Products for manufacture and excessive changes to specifications or drawings.

18. REMEDIES

The rights and remedies reserved to ModMod herein, except where expressly stated to be exclusive, shall be cumulative and in addition to any other or further rights and remedies provided by law or equity. No waiver of any breach of these provisions shall be deemed to constitute a waiver of any other breach.

19. ASSIGNMENT

Neither this Purchase Order nor any right or obligations herein may be assigned by Purchaser without prior written notice to ModMod and the consent of the same by ModMod. ModMod may delegate the performance of any of its duties hereunder without Purchaser’s prior written consent.

20. FORCE MAJEURE

ModMod will be excused from and not be liable for any non-performance of a Purchase Order if such delay or non-performance is due to any cause beyond the reasonable control of ModMod, or which ModMod could not reasonably foresee or reasonably provide against, and which prevents ModMod from carrying out the terms of the Purchase Order. This includes but is not limited to the following: war, revolution, insurrection or hostilities (whether declared or not), riot, economic upheaval, civil commotion or uprising, flood, earthquake, tempest, hurricane, lightning or other natural disaster; fire or explosion; strike, lockout or other industrial disturbance whether at ModMod or one of its suppliers; sabotage, accident, embargo, car shortage, wrecks or delays in transportation, non-delivery of materials or order or action of government authority. Any delay resulting from such cause shall extend the date of delivery accordingly. ModMod reserves the right to cancel a Purchase Order, if in its opinion such circumstances threaten or cause extended delay in the performance thereof.

21. DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of Texas. In the event that a dispute arises between ModMod and Purchaser, the parties agree to attempt to resolve any controversy, claim, or dispute arising out of or relating to this Agreement, or the breach thereof between them (collectively, a “Dispute”) in good faith.

. Prior to filing a demand for arbitration, the Parties agree to submit any Dispute to mediation. Unless otherwise agreed, mediation will be before the Dispute Resolution Center in Austin, Texas.

. If a Dispute is not settled at mediation, any remaining Dispute shall be settled by binding arbitration before a single arbiter in Austin, Texas, using the American Arbitration Association (“AAA”) Fast Track Procedures. ModMod, at its sole discretion, will select the applicable AAA rules to govern the dispute. ModMod may include responsible third-parties, if any, as parties to mediation or arbitration.