Terms and Conditions of Sale and Service

Scope & Project Execution

1. Scope of Work

Seller shall provide only the products and/or services expressly described in the Proposal. Any additional labor, materials, supervision, engineering, or equipment not specifically listed shall be considered extra work and subject to a written change order signed by both parties prior to performance.

Seller shall not be responsible for concealed structural deficiencies, code-required upgrades not identified at the time of bid, hazardous materials (including asbestos), mold, environmental contamination, or site conditions not reasonably discoverable during inspection.

2. Change Orders

No verbal modifications shall be valid. All scope changes must be approved in writing prior to execution. Additional work shall be billed at agreed pricing or on a time-and-materials basis plus overhead and profit.

Any concealed conditions, hidden damage, or deficiencies discovered after commencement of work that were not reasonably visible during initial inspection or estimate shall constitute additional work under this Section and may require additional authorization, revised pricing, or a written change order before Seller proceeds, except where immediate action is required to address a safety hazard.

Pricing, Payment & Collections

3. Payment Terms

3.1 Standard Installation Projects

Unless otherwise agreed in writing:

• 50% deposit due upon acceptance
• 40% due upon material delivery to the job site
• 10% due upon substantial completion

Before Seller places a supplier order or begins fabrication for Client's project, Client may cancel by written notice and Seller will refund the deposit less documented costs incurred, including diagnostic, design, engineering, and mobilization costs. Once Seller has placed a supplier order or begun fabrication, the deposit is non-refundable.

No retainage shall apply to private projects unless expressly agreed in writing.

Commercial projects only. The deposit schedule in this Section 3.1 applies exclusively to commercial projects. For any residential improvement contract as defined under California Business & Professions Code §7159, the initial deposit shall not exceed 10% of the contract price or $1,000, whichever is less. Seller reserves the right to decline residential projects or issue a separate residential-specific contract.

3.2 Service & Repair Work

• Payment due upon completion unless credit terms are approved in advance
• Net 30 subject to an approved credit application
• First-time customers: COD (cash on delivery)

4. Diagnostic / Troubleshooting Fee

Service calls requiring on-site inspection, diagnostic testing, and identification of the cause of a reported issue are subject to a separate diagnostic/troubleshooting fee, in addition to any trip, mobilization, or travel charge stated in Seller's Proposal. The standard diagnostic fee is $595, covering on-site inspection, diagnostic testing, and a written summary of findings, and is billable whether or not Client approves the recommended repair.

If Client approves the recommended repair during the same service visit, Seller may, at its sole discretion, apply all or part of the diagnostic fee toward the cost of the approved repair. Any trip, mobilization, or travel charge remains due in all cases and is not offset by the diagnostic fee.

5. Late Payment & Suspension

Past-due balances shall accrue interest at 1.5% per month (18% annually) or the maximum rate allowed under California law. Seller may immediately suspend any or all of the following on any account with a past-due balance, without liability for delay damages, until all outstanding amounts have been paid in full:

• Work in progress, delivery of materials or equipment, and pending orders
• Warranty support and warranty repair or replacement
• Preventive maintenance services and scheduled visits
• Emergency or after-hours response
• Project scheduling and new project starts

Client agrees to pay all collection costs, attorney's fees, court costs, arbitration fees, and lien-related expenses. Pursuant to California Civil Code §1717, in any action to enforce this Agreement the prevailing party shall be entitled to recover reasonable attorney's fees and costs from the non-prevailing party. Both parties acknowledge that this fee-shifting provision operates reciprocally and is not limited to collection actions initiated by Seller alone.

6. Confirmed Payment Terms

Notwithstanding the standard terms set forth in Sections 3.1 and 3.2, any payment terms specifically confirmed in writing between Seller's authorized sales representative and Client — including written confirmation via email, a signed proposal, or an executed agreement — shall govern and supersede the default terms. Client acknowledges that such confirmed terms are binding upon both parties.

7. Mechanics Lien Rights

Seller expressly reserves all rights under California Civil Code §8000 et seq. In the event of non-payment, Seller may:

• Serve any notices required by law, such as a Preliminary Notice where applicable
• Record a Mechanics Lien
• Enforce lien rights through foreclosure proceedings

Client acknowledges Seller's statutory right to secure payment through lien remedies.

8. Title Retention & Security Interest

Title to materials shall remain with Seller until full payment is received. Seller retains a purchase money security interest (PMSI) and may file a UCC-1 financing statement if necessary.

9. Cancellation & Special Orders

Standard (non-custom) orders canceled after procurement are subject to a restocking fee equal to the greater of 25% of the order value or the supplier's actual restocking and freight charges. Custom, fabricated, or special-order products are non-cancellable and non-refundable once ordered. Deposits become non-refundable as provided in Section 3.1.

Delivery, Performance & Site Requirements

10. Delivery, Risk of Loss & Delays

All delivery dates are estimates only and are not guaranteed. Unless otherwise stated:

• FOB Origin
• Risk of loss transfers upon delivery
• Client is responsible for unloading, storage, and protection of materials

Seller shall not be liable for delays caused by force majeure, supply chain disruptions, labor shortages, governmental actions, weather, permit delays, transportation issues, or Client scheduling changes.

Manufacturer lead times for parts, equipment, and materials (including but not limited to products from LiftMaster, Rite-Hite, Rytec, Blue Giant, Kelley, and Porvene) are estimates only and are subject to change without notice. Seller shall not be liable for delays caused by manufacturers, suppliers, freight carriers, labor shortages, material shortages, or other circumstances beyond Seller's reasonable control.

11. Client Responsibilities

Client shall:

• Provide safe and unobstructed access
• Ensure structural readiness and properly framed openings
• Provide required electrical power and a licensed electrician (unless included)
• Obtain permits and inspections unless otherwise stated
• Provide lift equipment if required

Return trips due to site unpreparedness shall be billed at time-and-material rates, including mobilization.

12. Prevailing Wage / Public Works

Unless specifically identified in Seller's Proposal, pricing is based upon non-prevailing wage labor rates. If prevailing wage requirements, certified payroll requirements, project labor agreements (PLA), skilled and trained workforce requirements, apprenticeship requirements, labor compliance monitoring, or other public works requirements apply, Seller reserves the right to adjust pricing accordingly and issue a revised proposal or change order.

Client shall be responsible for notifying Seller of any prevailing wage or public works requirements prior to commencement of work. Seller shall have no liability for any delay, cost increase, or compliance failure resulting from Client's failure to provide such notice.

12.2 Government and Enterprise Agreements

Where Seller performs work under a solicitation, purchase order, or agreement issued by a federal, state, or local public agency, or under a master services agreement or other written agreement signed with Client, the terms of that executed agreement control over this Agreement to the extent of any conflict. Sections 3.1 (deposit schedule), 7 (Mechanics Lien Rights), 8 (Title Retention & Security Interest), and 20 (Personal Guarantee) apply only to private-sector work and do not apply to public works projects, where Seller's remedies are those provided by the public agreement and applicable law, including stop payment notices and payment bond claims. Retention, if required by a public agreement, applies as stated in that agreement.

Warranty

13.1 Workmanship Warranty

Seller warrants installation and repair workmanship for one hundred eighty (180) days from substantial completion or service completion, as applicable. This warranty is strictly limited to the specific repair, installation, or replacement scope actually performed by Seller and does not extend to any other component, system, or condition of the equipment.

13.2 Manufacturer Warranty

Parts, products, materials, and equipment are covered solely by, and for the duration of, the original manufacturer's warranty terms where applicable. Seller makes no independent warranty on parts or materials beyond what the manufacturer provides, and Seller's sole obligation with respect to a defective part is to assist Client in pursuing the applicable manufacturer warranty claim. Warranty excludes:

• Normal wear and tear
• Abuse, misuse, impact damage
• Impact damage including forklift strikes, vehicle strikes, or loading/unloading accidents
• Vandalism or intentional damage
• Power surges or electrical fluctuations
• Improper maintenance
• Unauthorized modification
• Electrical power issues not installed by Seller
• Acts of God
• Any failure unrelated to the specific repair, installation, or replacement scope performed by Seller

Warranty is automatically suspended if the account becomes delinquent. Notwithstanding the foregoing, suspension of warranty coverage shall not relieve Seller of any statutory or regulatory obligations with respect to the safety of installed equipment under applicable law.

13.3 Disclaimer of Implied Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SELLER EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY AND THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. THE TERM "MERCHANTABILITY" IS USED HEREIN INTENTIONALLY TO SATISFY THE REQUIREMENTS OF CALIFORNIA COMMERCIAL CODE §2316 AND UNIFORM COMMERCIAL CODE §2-316. NO AFFIRMATION OF FACT OR PROMISE BY SELLER SHALL CONSTITUTE AN IMPLIED WARRANTY UNLESS EXPRESSLY SET FORTH IN A WRITTEN DOCUMENT SIGNED BY AN AUTHORIZED OFFICER OF SELLER. CLIENT ACKNOWLEDGES IT HAS NOT RELIED ON ANY REPRESENTATION OR WARRANTY NOT EXPRESSLY STATED HEREIN.

13.4 Preventive Maintenance & Warranty Protection

Warranty coverage under Sections 13.1 and 13.2 may be reduced, conditioned, or denied if the equipment has not been maintained in accordance with manufacturer recommendations, or where Client has declined recommended safety, maintenance, or repair items identified by Seller in a preventive maintenance report, deficiency report, or prior estimate. Seller's photographic and written documentation (see Section 25) may be used to establish maintenance condition and prior notice to Client.

Liability, Risk & Insurance

14. Limitation of Liability

Seller's maximum liability shall not exceed the total contract price actually paid. Seller shall not be liable for:

• Consequential damages
• Liquidated damages
• Delay damages
• Lost profits
• Business interruption
• Loss of use
• Penalties imposed by third parties

Client expressly waives incidental and consequential damages. Notwithstanding the foregoing limitations, nothing in this Section shall limit or exclude Seller's liability for: (a) gross negligence; (b) willful misconduct; (c) fraud or intentional misrepresentation; or (d) personal injury or wrongful death caused by Seller's negligence, to the extent such liability cannot be lawfully limited or excluded under California Civil Code §1668 or other applicable law.

15. Indemnification

Client shall indemnify, defend, and hold Seller harmless from claims arising from:

• Site conditions
• Improper use
• Third-party modifications
• Failure to maintain equipment
• Violations of safety regulations by Client or its agents

Limitation on indemnification (California Civil Code §2782). To the extent this Agreement constitutes a construction contract under California law, Client's indemnification obligation shall not extend to claims or liabilities arising from Seller's own active negligence or willful misconduct. Nothing herein shall require Client to indemnify, defend, or hold Seller harmless against Seller's own wrongful acts or omissions.

16. Insurance Requirements

Each party shall maintain, at its own expense, adequate insurance coverage throughout the duration of the project. Seller maintains commercial general liability, commercial automobile liability, and workers' compensation and employer's liability insurance, and will provide certificates of insurance upon written request. Where an executed agreement, solicitation, or Client's written requirements specify particular limits, endorsements, or additional coverages, those requirements apply as stated in that document. Seller may name Client as additional insured on a project-specific basis where contractually required. Client shall maintain adequate property and casualty insurance covering the work site and all installed equipment after delivery.

17. ADA and Code Compliance

Unless expressly included in the Proposal, Client is solely responsible for ensuring that any installation complies with: (a) the Americans with Disabilities Act (ADA) and applicable accessibility standards; (b) the California Building Code (CBC) and all applicable local building codes; (c) OSHA regulations and applicable workplace safety requirements; and (d) all other applicable federal, state, and local laws, codes, and regulations. Seller shall not be responsible for pre-existing code non-compliance or for code requirements not expressly identified in the Proposal. Client shall obtain all required permits and inspections unless otherwise expressly stated in the Proposal.

Corporate Structure & Third Parties

18.1 Sole Contracting Party

This Agreement is entered into solely by and between Client and the contracting entity identified in the Proposal ("Seller"). Work requiring a California contractor's license is performed under the license of NLY Construction Inc., CSLB License No. 1052928, and each Proposal identifies the contracting entity and the license holder. Except for the contracting entity identified in the Proposal, no parent company, holding company, affiliated entity, subsidiary, or related company of Seller is a party to this Agreement or bears any liability to Client arising out of or related to this Agreement, the Proposal, or any products or services provided by Seller, whether in contract, tort, strict liability, or otherwise.

18.2 No Personal Liability

No individual officer, director, manager, member, employee, agent, or representative of Seller, or of any affiliate or related entity of Seller, shall have any personal liability to Client arising out of or relating to this Agreement or any transaction contemplated herein, whether under any theory of contract, tort, statute, alter ego, piercing the corporate veil, agency, or otherwise. All obligations of Seller under this Agreement are obligations of InSev Tech LLC as a legal entity only.

18.3 Corporate Separateness

Client acknowledges that Seller operates as a separate and independent legal entity. Client agrees that it will not attempt to hold any parent, affiliated, or related entity of Seller, nor any officer, manager, member, or employee of Seller or any such entity, liable for any claim, judgment, or obligation arising under or related to this Agreement. Client expressly waives any right to assert alter ego, piercing the corporate veil, joint employer, joint venture, or similar theories of liability against any entity or individual other than Seller.

18.4 Indemnification of Related Parties

If any claim is brought by Client against any parent, affiliated, or related entity of Seller, or against any officer, manager, member, employee, or agent of Seller or any such entity, in connection with this Agreement or any services or products provided hereunder, Client shall indemnify, defend, and hold harmless such entities and individuals from and against any and all claims, damages, costs, and attorney's fees arising from such action, to the extent the claim is based solely on Client's relationship with Seller and not on any independent obligation owed by such entity or individual to Client.

19. Subcontractors

Seller reserves the right to engage duly licensed subcontractors to perform portions of the work described in the Proposal. All subcontractors engaged by Seller shall hold the applicable California contractor licenses and carry required insurance, and shall be bound by terms and conditions consistent with this Agreement. Seller shall remain directly responsible to Client for the quality, timeliness, and code compliance of work performed by its subcontractors. Client shall not engage, direct, or separately contract with any of Seller's subcontractors without Seller's prior written consent.

20. Personal Guarantee

If Client is a corporation or LLC, Seller may require a personal guarantee from principal owners. The guarantor agrees to be personally liable for payment, interest, attorney's fees, and collection costs.

Legal Procedures & Execution

21. Dispute Resolution

Any dispute shall be resolved by:

1. Mandatory good faith mediation in the county of Seller's principal office
2. If unresolved, binding arbitration under AAA Commercial Rules

Venue shall be exclusively in Seller's county, California. The parties agree that all disputes shall be resolved exclusively through the binding arbitration process described herein. By agreeing to arbitration, the parties understand that they are submitting to private dispute resolution rather than court litigation. This agreement to arbitrate is voluntary and mutually binding on both parties pursuant to the Federal Arbitration Act and the California Arbitration Act (CCP §1280 et seq.).

Exceptions. Nothing in this Section prevents either party from (a) recording, serving notices for, or enforcing a mechanics lien, stop payment notice, or payment bond claim; (b) seeking provisional or injunctive relief in court; or (c) bringing an eligible claim in small claims court. Taking any such action does not waive the right to arbitrate any other claim.

22. Governing Law

This Agreement shall be governed by the laws of the State of California.

23. Electronic Signatures

The parties agree that electronic signatures, including digital signatures transmitted via email, DocuSign, Adobe Sign, or other recognized electronic signature platforms, shall be deemed valid, binding, and enforceable to the same extent as original handwritten signatures, pursuant to the Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §7001 et seq.) and the California Uniform Electronic Transactions Act (UETA, California Civil Code §1633.1 et seq.). A copy of this Agreement transmitted electronically shall be treated as an original for all legal purposes.

24. Communications Consent (Phone & SMS)

By accepting these Terms — through a signed Proposal, purchase order, deposit payment, or commencement of work as described above — Client agrees that InSev Tech LLC may contact Client by phone or text message (SMS) at the number provided regarding appointments, service status, and invoices. Message and data rates may apply. Reply STOP to opt out at any time. See our Privacy Policy for details on how we handle your information.

25. Photographs & Documentation

Client consents to Seller photographing, video recording, and otherwise documenting equipment, jobsite conditions, deficiencies, completed work, and safety concerns. Such documentation may be used for quality control, reporting, warranty administration, preventive maintenance and deficiency reporting, employee training, and dispute resolution. Documentation will not include identifiable personal information beyond what is reasonably necessary for these purposes without Client's express consent.

26. Entire Agreement

This Agreement and the Proposal constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements. This Section is subject to Section 12.2.