Infinity Garage Southeast, LLC Terms of Sale

1. The information in the Estimate and these Terms of Sale (collectively, these “Terms”) initially constitutes an offer by Infinity Garage Southeast, LLC, a Georgia limited liability company (“IGS”) to the buyer (“Buyer”) of the services and products identified in the Estimate (the “Products”) to buy the Products in accordance with the Terms (collectively, the “Offer”). If Buyer signs the Estimate within thirty (30) days of the Estimate date and prior to the Offer being rescinded in writing by IGS, or if IGS and Buyer elect to proceed forward with the sale described in the Estimate (the “Order”) even without Buyer’s signature, then Buyer is deemed to have accepted the Offer and placed the Order in accordance with the Terms (“Acceptance”). Following Acceptance, the Terms and the Order are not subject to change, cancellation, or deferment of shipping date, except with IGS’s written consent. Accordingly, Buyer’s obligation to pay for the Order in full shall be non-cancellable effective immediately upon Acceptance. Unless and until an Acceptance occurs, a contract for the Order shall not be deemed to be formed, and the Terms and the Order shall be null and void and of no force or effect.

2. These Terms are hereby incorporated into the Estimate. The Order is subject to these Terms and Buyer agrees to comply with and be bound by these Terms. Without limiting the generality of the foregoing, Buyer agrees to buy the Products set forth on the face of the Estimate and make the payments required for the Products set forth on the face of the Estimate.

3. If Buyer issues a purchase order in connection with the Order (each a “PO”), such PO must not add any conflicting or additional terms or conditions to those set forth in these Terms. Buyer hereby waives the application of any conflicting or additional terms contained within any PO and agrees that such conflicting or additional terms will be null and void and of no force or effect.

4. Notwithstanding Acceptance, IGS has the right to cancel the Order without liability to Buyer if: (i) Buyer shall go into liquidation, receivership, and/or bankruptcy, or if Buyer violates any applicable laws or is otherwise in in breach of these Terms; or (ii) the manufacturer/provider (the “Manufacturer”) of the Products is unable to manufacture/provide the Products.

5. Unless otherwise expressly provided on the face of the Estimate, the price quoted by IGS for a product/service excludes: (i) any sales, use, excise, ad valorem, receipts or like taxes, regulatory fees, customs duties, or any other duties, taxes, or charges whatsoever (collectively “Taxes”), which Taxes shall be the sole responsibility of Buyer; (ii) any shipping or handling fees, which shall be the sole responsibility of Buyer.

6. Unless otherwise expressly provided in the Estimate, Buyer shall solely bear the risk and liability of loss and/or damage for any Products upon the Manufacturer making such Products available for delivery to Buyer.

7. The Order requires Buyer to make payment to IGS in accordance with the payment terms set forth in the Estimate, or if no payment terms are set forth therein, then Buyer shall pay IGS in full within fifteen (15) days of the Products becoming available for delivery (collectively, the “Payment Terms”).

8. Time is of the essence with respect to the Payment Terms. In the event that Buyer fails to timely pay all amounts owed in accordance with the Payment Terms, breaches the Terms, and/or otherwise indicates that Buyer will not fulfill Buyer’s obligations under the Order (each being a “Default”), then Buyer additionally agrees to pay to IGS a one-time late charge equal to 3% of the unpaid amount owed, plus interest on the unpaid amount owed at the lesser of 1.5% per month or the highest interest rate permitted by applicable law until the unpaid amount owed by Buyer has been paid in full. Buyer agrees to additionally pay, upon IGS’s demand, all costs and expenses incurred by IGS in enforcing its rights in the Order including, without limitation, the reasonable collection costs, attorneys’ fees, insurance costs, and all other expenses incurred by IGS to collect all amounts owed by Buyer. All payments owed by Buyer will be made without setoff or reduction of any kind by Buyer.

9. In addition to all other remedies available to IGS under these Terms and applicable law, upon a Default, IGS shall have the right to do each of the following: (i) stop delivery of the Products and Buyer must then pay all costs and expenses incurred by IGS in connection with the handling and/or restocking of the Products, including, without limitation, all costs of storage and insurance; and/or (ii) sell the Products to a third-party and Buyer then must pay to IGS any difference between the amount owed by Buyer to IGS and the amount IGS actually collected from such third-party for the Products.

10. Buyer hereby grants to IGS a purchase money security interest in and to all Products and goods, and all proceeds thereof, sold by IGS to Buyer, to secure all obligations of Buyer to IGS. Buyer authorizes IGS, on behalf of Buyer, to sign and file all financing statements and other documents necessary to evidence and perfect such security interest and IGS shall be entitled to all rights and remedies of a secured party under the Uniform Commercial Code and other applicable laws.

11. IGS will not be liable for any delay, failure in performance, loss, injury, or damage due to theft, a fire, strike, vandalism, embargo, explosion, power blackout, earthquake, flood, war, labor dispute, civil or military authority, acts of God or the public enemy, or any other causes beyond IGS’s reasonable control.

12. Buyer represents and warrants to IGS that Buyer is knowledgeable in the use, care, proper maintenance, and safety of the Products and Buyer shall bear sole and full responsibility for providing adequate training regarding use and safety to all users of the Products.

13. Buyer agrees that the Products shall only be used and/or resold in accordance with all applicable laws and regulations of the United States of America, including, without limitation, all U.S. national security regulations. No Product shall be sold to a foreign entity or organization without prior approval and authorization from IGS.

14. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THESE TERMS, IGS MAKES NO REPRESENTATIONS AND/OR WARRANTIES, EXPRESS OR IMPLIED REGARDING THE PRODUCTS AND IGS SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IGS, ITS OWNERS, EMPLOYEES, AFFILIATES, AGENTS, OR ANY OF THEIR RESPECTIVE SUCCESSORS OR ASSISGNS BE LIABLE FOR: ANY CLAIM BASED UPONA THIRD-PARTY CLAIM AND/OR FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID BY BUYER TO IGS IN CONNECTION WITH THE ORDER.

16. No right or remedy of IGS under these Terms is exclusive of any other and all rights and remedies shall be cumulative and may be enforced concurrently or individually by IGS from time to time.

17. These Terms shall be controlled, construed and enforced in accordance with the substantive laws of the United States and the State of Georgia, without regard to any laws related to choice or conflicts of laws. Any claim, dispute, or legal proceeding (a “Dispute”) arising out of or in any way related to the Order and/or these Terms shall be brought in the federal or state courts of the State of Georgia to the exclusion of other jurisdictions. Buyer knowingly and intentionally waive the right to a jury trial for any Dispute.

18. The Estimate may be manually or electronically signed and be transmitted electronically, by facsimile, by email in .pdf format, or by any other reasonable means, and the effectiveness of such signature shall be the same as an original copy with a manual signature, and shall be binding on Buyer.

19. No delay or failure on the part of IGS in exercising any of IGS’ rights under these Terms shall operate as a waiver of such rights. No amendment or addendum to these Terms, or the terms or conditions of any purchase order, shall be binding upon IGS unless it is set forth in a written instrument which is signed and delivered on behalf of IGS. These Terms shall be binding upon, and inure to the benefit of, IGS and Buyer and their respective successors and assigns. In case any one or more of the provisions contained these Terms shall for any reason be held to be unenforceable in any respect, such unenforceability shall not affect any other provision of these Terms, and these Terms shall be construed as if such unenforceable provision were limited or modified, consistent with its general intent, to the extent necessary so that it shall be enforceable.