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DocuSign Envelope ID:635616B7-6ACD-4EEB-88AC-4B9B67CCB452
<br /> Pallet
<br /> select the carrier for the shipment and delivery of the Products.Pallet may deliver the Products in installments.If any shipment of Products
<br /> is delayed at Customer's request,Pallet may invoice the Customer for such Products as of the initial date of scheduled delivery.Pallet shall
<br /> provide the Products to Customer free and clear of all liens and encumbrances.
<br /> (d) Inspection;No Refunds.Upon delivery of the Products,Customer shall inspect all Products promptly and may reject any
<br /> Products in accordance with this Section 4(d)which fail in any material respect.Unless a written claim(a"Rejection Notice")that a Product
<br /> is defective is made and delivered to Pallet within ten(10)calendar days from the date of delivery of the Products,the Customer agrees that
<br /> it shall have knowingly,irrevocably and unconditionally accepted the Products as-delivered,as-is and with all faults and defects,except for
<br /> those faults and defects covered by Pallet's Limited Warranty.Such Rejection Notice must specify in detail:(i)the total amount of Products
<br /> that are alleged to be defective;and(ii)the specific details of the alleged defects,including specific defective parts;and(iii)whether the
<br /> alleged defects breach any express warranty of Pallet As promptly as possible,but not later than ten(10)days after receipt by Pallet of
<br /> Customer's Rejection Notice,Pallet shall,at its option and expense,notify Customer of its election to either repair or replace said properly
<br /> rejected Products and shall deliver and assemble at Pallet's cost replacement Products at the Project location;provided,however,no refunds
<br /> 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 1
<br /> Warranty and Customer timely reports such failure in accordance with these Terms,Pallet's sole obligation to Customer shall be limited to
<br /> the repair or replacement,at Pallet's sole and exclusive option,in accordance with Section 4(dl.
<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,officers,directors,
<br /> employees, contractors, partners, joint venturers or affiliates as reasonably necessary, desirable or required in connection with the
<br /> performance of the Services. Each party represents and warrants that all documents,intellectual property,disclosures,information and other
<br /> materials provided to the other party in connection with the Products and the Services are true,complete,correct and not materially misleading
<br /> in any way.Each party represents and warrants that the individual executing the SOW on its behalf has all necessary,legal and requisite
<br /> power and authority to execute,deliver the SOW and perform these Terms on behalf of such party,and all other agreements and instruments
<br /> to be executed and delivered in connection with these Terms.Customer shall be solely and exclusively responsible for(i)procuring,with the
<br /> full cooperation of Pallet,all applicable land use and/or building permits,certifications,licenses and approvals necessary under all applicable
<br /> Laws for the delivery of all Products and performance of all Services, at Customer's expense;and(ii)subject to the Limited Warranty,
<br /> maintaining the Products after the completion of the Services.Notwithstanding the foregoing,and for the avoidance of doubt,Pallet makes
<br /> no representation or warranty,and shall have no liability or responsibility for determining,whether the Products purchased by Customer,and
<br /> its use thereof,meet any local,state or federal building 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 are 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 1
<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
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<br /> Pallet SPC—Master Product and Services Agreement 3 of 10
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