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Pallet
<br /> MASTER GOODS AND SERVICES AGREEMENT
<br /> TERMS AND CONDITIONS
<br /> 1. Terms and Conditions. As of the Effective Date set forth in the Statement of Work(the"SOW"),of which these Terms and
<br /> Conditions are attached and incorporated into by reference(these"Terms"),Pallet hereby agrees to:(i)manufacture and sell to Customer
<br /> temporary emergency shelters commonly known as "Pallet SheltersTM" (the "Products") and (ii)provide certain specialized installation
<br /> services of the Products through its representatives or Subcontractors to and for the benefit of Customer(the"Services"),each as set forth in
<br /> the SOW for the project site described in the SOW,and Customer shall purchase the Products and Services in accordance with these Terms.
<br /> As consideration for Products delivered and Services to be rendered by Pallet under these Terms,Customer shall pay to Pallet the"Purchase
<br /> Price"for the Products and all"Fees"for the Services.
<br /> 2. Purchase Price;Fees.Payment of the purchase price for the Products(the"Purchase Price"),and the fees,costs and expenses
<br /> for the purchase of the Services(collectively,the"Fees")will be made in accordance with the applicable SOW. Pallet will not deliver an
<br /> invoice until all Products are delivered and assembled at Customer's selected location in Everett,WA,with the location as specified in the
<br /> SOW or as otherwise agreed by the Parties(the"Project"). Unless otherwise stated in the SOW,all amounts invoiced to Customer shall be
<br /> paid,except for disputed amounts,within thirty(30)days of the Customer's receipt of the invoice.
<br /> 3. Term;Termination. The term of these Terms shall extend from the Effective Date through the completion of all Services as set
<br /> forth in the SOW(the"Term"),subject to the following termination provisions.Either party may terminate the SOW and these Terms, in
<br /> whole or in part,for"Cause"upon ten(10)business days'prior written notice and opportunity to cure to the other party.For purposes of
<br /> these Terms,"Cause"includes any of the following: (a)a material breach of these Terms or SOW,including,without limitation,any non-
<br /> payment of the Purchase Price,or any Fees when due;(b)a knowing violation of any applicable federal,state and local laws,rules,order and
<br /> regulations (collectively,"Laws"),subject to these Terms;or(c)if a party is voluntarily or involuntarily dissolved,or is adjudged to be
<br /> Bankrupt or is subject to a general assignment for the benefit of its creditors,or if a receiver should be appointed on account of insolvency.
<br /> For the purpose of this Section,"Bankrupt"shall mean the filing of a voluntary or involuntary petition of bankruptcy or similar relief from
<br /> creditors, insolvency, the appointment of a trustee or receiver, or any similar occurrence reasonably indicating an imminent inability to
<br /> perform substantially all of the parry's duties under these Terms.Upon any early termination of these Terms or otherwise,Pallet shall submit
<br /> to Customer a detailed invoice of any Purchase Price remaining unpaid,and all Fees incurred to date,and Customer shall promptly pay the
<br /> unpaid balance of the Purchase Price and all Fees within ten(10)days'of receipt;provided,that the unpaid balance due is only for Products
<br /> that have been delivered and assembled by Pallet and accepted by the Customer in accordance with these Terms.
<br /> 4. Products;Shipment of Products.
<br /> (a) Purchase of Products.As consideration for the sale of the Products,the Customer shall pay to Pallet the total Purchase
<br /> Price as set forth on the SOW. The Purchase Price is exclusive of any sales,use or privilege tax,personal property taxes,excise tax based
<br /> on gross revenue or any similar tax or charge that might be levied as a result of the production,sale or shipment of any Products or the use
<br /> of the Products by Customer(the"Taxes").No charges will be allowed for handling,including,but not limited to packing,wrapping bags,
<br /> containers or reels,unless otherwise stated herein. Customer agrees to pay and otherwise be fully responsible for any and all such Taxes
<br /> (except any taxes based on the net income of Pallet).Pallet shall have the option,but not the obligation,to pay any such Taxes directly,in
<br /> which event Customer shall promptly reimburse Pallet in the amount thereof upon presentation by Pallet to Customer of evidence of payment.
<br /> (b) Shipment of Products.The Products shall be delivered to the Customer at the location and on the date of delivery as set
<br /> forth in the SOW.Notwithstanding the foregoing,Pallet will notify the Customer of any delays that may affect the expected delivery date of
<br /> the Products.If Pallet notifies Customer in accordance with these Terms,Pallet shall be afforded at least ten(10)additional business days to
<br /> deliver the Products. Unless otherwise set forth in the SOW,Pallet shall be responsible for arranging for and coordinating the shipment of
<br /> the Products to the Customer,Failure by Pallet to deliver all of the Products within such 10 business days is cause for termination of these
<br /> Terms by the Customer.
<br /> (e) Delivery;Risk of Loss;Title.Pallet shall deliver and assemble the Product at the Project location.Title and risk of loss
<br /> to the Products purchased under these Terms shall pass to Customer upon delivery and assembly at the Project location.Pallet will not"drop
<br /> ship"to any other location other than Project site.Unless otherwise instructed in writing by Customer,Pallet will have the sole and exclusive
<br /> right to select the carrier for the shipment and delivery of the Products. Pallet may deliver the Products in installments. If any shipment of
<br /> Products is delayed at Customer's request,Pallet may invoice the Customer for such Products as of the initial date of scheduled delivery.
<br /> Pallet shall provide the Products to Customer free and clear of all liens and encumbrances.
<br /> (d) Inspection;No Refunds.Upon delivery and assembly of the Products,Customer shall inspect all Products promptly and
<br /> may reject any Products in accordance with this Section 4(d)which fail in any material respect.Unless a written claim(a"Rejection Notice")
<br /> that a Product is defective is made and delivered to Pallet within thirty (30)calendar days from the date of delivery of the Products, the
<br /> Pallet SPC—Master Product and Services Agreement 2 of 9
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