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Pallet
<br /> Customer agrees that it shall have knowingly,irrevocably and unconditionally accepted the Products as-delivered,as-is and with all faults
<br /> and defects, except for those faults and defects covered by Pallet's Limited Warranty. Such Rejection Notice must specify the defects
<br /> discovered by Customer,including the estimated number of Products affected by such defects and pictures of such defects.As promptly as
<br /> possible,but not later than ten(10)days after receipt by Pallet of Customer's Rejection Notice,Pallet shall,at its option and expense,notify
<br /> Customer of its election to either repair or replace said properly rejected Products and shall deliver and assemble at Pallet's cost replacement
<br /> Products at the Project location;provided,however,no refunds shall be given for any defective Products.
<br /> 5. Limited Warranty of Pallet. Seller agrees to warrant all Products in accordance with the terms of its standard limited warranty
<br /> (the"Limited Warranty")for each Product,which is attached to these Terms.In the event the Products fail to comply with Pallet's Limited
<br /> Warranty and Customer timely reports such failure in accordance with the Limited Warranty,Pallet's sole obligation to Customer shall be
<br /> limited to the repair or replacement,at Pallet's sole and exclusive option,in accordance with the Limited Warranty.
<br /> 6. Customer's and Pallet's Duties.The parties shall fully cooperate with each other in for delivery of the Products and performance
<br /> of the Services, and provide to each other true, complete and correct copies of all reasonably requested documentation or information
<br /> reasonably necessary,desirable or required in connection with the delivery of the Products and performance of the Services. Additionally, '
<br /> Customer shall cooperate in good faith with Pallet to provide Pallet with reasonable access to any Customer facilities and employees as
<br /> reasonably necessary,desirable or required in connection with the performance of the Services. Each party represents and warrants that all
<br /> documents,intellectual property,disclosures,information and other materials provided to the other party in connection with the Products and
<br /> the Services are true,complete,correct,non-infringing and not materially misleading in any way.Each party represents and warrants that the
<br /> individual executing the SOW on its behalf has all necessary,legal and requisite power and authority to execute,deliver the SOW and perform
<br /> these Terms on behalf of such party,and all other agreements and instruments to be executed and delivered in connection with these Terms.
<br /> Customer shall be solely and exclusively responsible for(i)procuring, with the Mil cooperation of Pallet, all applicable land use and/or
<br /> building permits,certifications,licenses and approvals necessary under all applicable Laws for the delivery of all Products and performance
<br /> of all Services,at Customer's expense;and(ii)subject to the Limited Warranty,maintaining the Products after the completion of the Services.
<br /> Notwithstanding the foregoing,and for the avoidance of doubt,Pallet makes no representation or warranty,and shall have no liability or
<br /> responsibility for determining,whether the Products purchased by Customer,and its use thereof,meet any local,state or federal building
<br /> codes or related Laws applicable to such Products.
<br /> 7. Subcontractors. Pallet may use subcontractors to provide the Services as selected by Pallet, as necessary (collectively,
<br /> "Subcontractors").
<br /> 8. Relationship of the Parties;Independent Contractor. These Terms arc intended to create an independent contractor relationship
<br /> between the Parties. Nothing contained herein shall be construed to: (I)give either Party the power to direct or control the day-to-day
<br /> activities of the other; (ii) constitute the Parties as partners,joint venturers, co-owners or otherwise as participants in a joint or common
<br /> undertaking;or(iii)allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever,including,
<br /> without limitation,representations,contractual obligations,or obligations based on warranties or guarantees.Subject to these Terms,Pallet
<br /> shall have and retain sole and exclusive control over the time,place and manner in which it performs the Services.
<br /> 9. Insurance.
<br /> (a) Pallet shall comply with the following conditions and procure and keep in force during the term of these Terms,at Pallet's
<br /> own cost and expense,the following policies of insurance with companies authorized to do business in the State of Washington,which are
<br /> rated at least"A"or better and with a numerical rating of no less than seven(7),by A.M.Best Company and which are acceptable to the
<br /> Customer.
<br /> 1.Workers'Compensation Insurance as required by Washington law and Employer's Liability Insurance with limits not
<br /> less than$1,000,000 per occurrence. If the Customer authorizes sublet work,the Pallet shall require each subcontractor to provide Workers'
<br /> Compensation Insurance for its employees,unless the Pallet covers such employees.
<br /> 2. Commercial General Liability Insurance on an occurrence basis in an amount not less than$1,000,000 per occurrence
<br /> and at least$2,000,000 in the annual aggregate, including but not limited to: premises/operations(including off-site operations), blanket
<br /> contractual liability and broad form property damage.
<br /> 3. Business Automobile Liability Insurance in an amount not less than$1,000,000 per occurrence, extending to any
<br /> automobile owned or leased by Pallet. A statement certifying that no vehicle will be used in accomplishing these Terms may be substituted
<br /> for this insurance requirement.
<br /> (b) The above liability policies shall be primary as to the Customer and shall contain a provision that the policy shall not be
<br /> canceled or materially changed without 30 days prior written notice to the Customer. No cancellation provision in any insurance policy shall
<br /> be construed in derogation of the continuous duty of the Pallet to furnish the required insurance during the term of these Terms.
<br /> Pallet SPC—Master Product and Services Agreement 3 of 9
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