TERMS AND CONDITIONS

1. ORDERING. Orders must be submitted by returning this PO fully executed. This PO shall be voidable by Company if signed by Company, delivered to Purchaser, and not returned fully executed by Purchaser within sixty (60) days thereafter. Signatures delivered electronically shall constitute original signatures. Purchaser acknowledges, covenants, and agrees that no intellectual property is transferred pursuant to this PO, and that Purchaser is purchasing ZONO™ Products solely for their intended use, by Purchaser, and not for resale or any other purpose.
2. SHIPPING
  1. Delivery Date. Company shall endeavor to ship ZONO™ Products to Purchaser to arrive on requested delivery date. Delivery dates are not guaranteed and are subject to inventory levels, which may vary from time to time, and other factors beyond Company’s control.
  2. Delivery. Company shall prepay shipping and delivery charges to Purchaser’s location via third-party carriers using the shipping option requested by Purchaser. Purchaser shall meet delivery service within the appointed window, ensure adequate parking for unloading, and provide necessary access to the delivery location for the size of equipment purchased. Carrier may not plug in equipment or advise as to its operation. Available shipping options are as follows:
    1. Inside Placement with Cart Assembly (Recommended). Carrier delivers ZONO™ Products to Purchaser by appointment, unloads ZONO™ Products and sets in desired delivery location in Purchaser’s facility, unpacks ZONO™ Products, assembles all carts, removes all packaging materials.
    2. Outside Door Delivery. Carrier delivers ZONO™ Products to Purchaser by appointment, unloads ZONO™ Products, places packaged ZONO™ Products just inside Purchaser’s facility door, if provided adequate access, or outside door.
    3. Dock to Dock. Carrier delivers ZONO™ Products to Purchaser’s receiving dock, by appointment.
  3. Risk of Loss. Company shall bear the risk of loss or damage to ZONO™ Products during shipping. Upon delivery, Purchaser assumes all risk of subsequent loss or damage to ZONO™ Products, subject to applicable warranty.
  4. Acceptance. Purchaser shall inspect ZONO™ Products upon delivery for signs of external damage and reject delivery of visibly damaged goods and contact Company for replacement. Purchaser shall inspect ZONO™ Products and provide written notice to Company within two (2) business days following delivery of any damage or shortage not visible on delivery. ZONO™ Products are accepted upon delivery if no such notice is provided.
3. PAYMENT
  1. Purchaser agrees to pay all invoiced charges as set forth in the PO. Any unpaid balance not delivered to Company by the applicable invoice due date shall bear interest from the invoice date until paid at the lesser of 1.5% per month or the highest rate allowed by applicable law. Company has no obligation to ship ZONO™ Products prior to requested payment.
  2. Purchaser is solely responsible for providing proof of tax-exempt status, if any, or for payment of any applicable sales or use tax, duty, or fee levied by any taxing authority for ZONO™ Products (including any penalty or interest in connection with nonpayment). Purchaser shall remit all assessments 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. WARRANTY. The warranty and service plan offered by ZONOsanitech™ (“Manufacturer”) and selected by Purchaser is identified in the PO. Manufacturer’s warranty certificate is attached to this PO and incorporated by reference herein. 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.
5. 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 and any express third-party warranty enclosed herewith (in connection with which the Warranty Provider shall be an intended third-party beneficiary of this PO) shall be the repair or replacement, in 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, agents, employees, representatives, attorneys, 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 been waived or time barred.
6. ENTIRE AGREEMENT. This PO contains the entire agreement of the parties hereto and supersedes all prior oral and written communications and agreements with respect to the subject matter hereof. This PO shall not be amended without the written consent of both parties. Any additional terms proposed by Purchaser shall be void, shall not amend or supplement this PO or self-execute by any act or omission of Company, and are expressly rejected. The headings and sections herein are for reference only. This PO shall be construed according to its plain terms and not more favorably to either party as a result of its draftsmanship.
7. WAIVER. No waiver of any provision of this PO shall be effective without mutual written consent of the parties, and no waiver or breach of any provision shall constitute a waiver of any prior or subsequent breach or any other provision hereof.
8. FORCE MAJEURE. In the event Company, Warranty Provider, or Purchaser is unable to perform its obligations hereunder (excluding payment obligations) because of acts of God, strikes, pandemic, equipment or transmission failure, labor or supply shortages, strikes or lockouts, or damage or other causes reasonably beyond its control, such party shall not be liable for damages to the other resulting from such failure to perform due to such causes, and its 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.
9. RESOLUTION. Any dispute or controversy in connection with this PO, the purchase of ZONO™ Products, or any warranty hereunder (a “Claim”) shall be governed by this Section. THIS SECTON CONSTITUTES THE PARTIES BINDING AGREEMENT TO ARBITRATE ALL CLAIMS IN LIEU OF LITIGATION. Claims shall be submitted first to the party against which the Claim is made, in writing, and such party shall make a person with full authority to resolve and settle such matter available for discussion with the claimant for thirty (30) days following such notice. If any matter remains unresolved thereafter, either party shall have the right, upon payment of the applicable case filing fee, to demand arbitration of such Claim by a single arbitrator, in accordance with the Commercial Arbitration Rules of the American Arbitration Association, in Fulton County, Georgia, and Purchaser, Company and Warranty Provider irrevocably consent to such arbitration. Judgment may be entered on the arbitrator’s award in any court of competent jurisdiction. Notwithstanding anything herein, suit for nonpayment by Purchaser, if unresolved by discussion between the parties, may be brought by Company in any court of competent jurisdiction, and such matter shall not be subject to arbitration or constitute a Claim governed by this Section, irrespective of any Purchaser defenses or counterclaims. The prevailing party in an action permitted by this Section shall be entitled, in addition to its damages, if any, to an award of its reasonable attorney’s fees and costs related to the applicable Claim or the enforcement of this PO, whether incurred before the commencement of or during said action or related to the collection of an award or judgment thereafter.
10. SEVERABILITY. If any provision of this PO shall be deemed unlawful or unenforceable by any court or arbitrator, the same shall be severed to the extent that the remaining clause or provision is enforceable, and the remainder of the PO shall remain in full force and effect. Any provision hereunder, or part thereof, that Purchaser, as a governmental or quasi-governmental entity, is prohibited from accepting under applicable state or federal law or because the purchase hereunder is made with federal or state funds shall be similarly severed. Nothing herein shall be construed as or constitute a waiver of sovereign immunity of any state of the United States of America or its entities granted immunity under applicable law.
11. BINDING EFFECT. This PO shall be binding upon the parties and their assigns. Time is of the essence in this PO. Warranty Provider is an intended third-party beneficiary of this PO, and Company has authority to and does hereby bind Warranty Provider to all warranty provisions hereunder.
12. 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 PO for any reason.
13. 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.

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