General Terms and Conditions for the SALE of Goods and Services

These General Terms and Conditions of Sale (these “Terms”) are entered into by and between Peak Transit, LLC (“Seller”) and the other party identified on the Sales Order (“Buyer”) as of the date these Terms are accepted by Buyer.

BY ACCEPTING THESE TERMS, SUCH AS BY ACCEPTING OR EXECUTING A SALES ORDER THAT REFERENCES THESE TERMS, BUYER AGREES TO THE TERMS AND CONDITIONS SET FORTH HEREIN. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AS “BUYER” HEREUNDER TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS HEREIN, YOU MUST NOT ACCEPT THESE TERMS.

1. Applicability. These Terms are the only terms which govern the purchase of the goods (“Goods”) and services (“Services”) by Buyer from Seller. The order form, invoice, or other ordering document, in each case incorporating or otherwise accompanying these Terms (the “Sales Order” and together with these Terms, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase or additional terms Buyer may provide in connection with a Sales Order. Acceptance of a Sales Order that references these Terms, including, without limitation, by making a payment in full or in part towards a Sales Order, constitutes acceptance of these Terms.
2. Delivery of Goods. Seller shall use commercially reasonable efforts to deliver the Goods in the quantities and on the date(s) specified in the Sales Order or as otherwise agreed in writing by the parties (the “Delivery Date”), subject to the commercial availability of the Goods. If no Delivery Date is specified, Seller shall promptly notify Buyer in writing and Buyer shall provide an estimated Delivery Date. Seller shall deliver all Goods to the address specified in the Sales Order (the “Delivery Point”) during Buyer’s normal business hours or as otherwise instructed by Buyer (including if no address is specified in the Sales Order). Seller shall pack all Goods for shipment in a manner designed to ensure that the Goods are delivered in undamaged condition. 
3. Quantity. Buyer shall have three (3) business days following the Delivery Date to dispute quantities of Goods received from Seller. 
4. Shipping Terms. Delivery shall be made FOB shipping point. The Sales Order number must appear on all shipping documents, shipping labels, bills of lading, air waybills, invoices, correspondence and any other documents pertaining to the Sales Order.
5. Title and Risk of Loss. Title and risk of loss passes to Buyer upon shipment.
6. Services. Seller shall use commercially reasonable efforts to provide the Services to the extent such Services are identified on a Sales Order. Buyer shall assist Seller to schedule the date for performance of the Services (the “Services Date”). Further, Buyer shall (a) provide Seller with access to the premises, locations, and vehicles reasonably necessary for the performance of the Services, (b) cooperate fully with Seller in the scheduling and provision of the Services, (c) timely participate in meetings and make its personnel readily available for such meetings as reasonably requested by Seller to facilitate the performance of the Services. Seller is not liable for any delay in the performance of the Services to the extent caused by Buyer’s failure to comply with this Section. In the event that the Services cannot be performed on the scheduled Services Date due to any action or inaction of Buyer that constitutes a violation of this Section, Seller will be entitled to invoice, and Buyer shall pay, additional charges to reschedule the Services Date. 
7. Price. The price of the Goods and Services is the price stated in the Sales Order. Buyer shall be responsible for, and shall timely pay, all packaging, transportation costs to the Delivery Point, insurance, customs duties and fees and applicable taxes, including, but not limited to, all sales, use or excise taxes (collectively, “Taxes and Fees”). To the extent Seller determines in its sole discretion that it has a legal obligation to collect Taxes and Fees and remit the same to an applicable taxing or governmental authority, Buyer authorizes Seller to identify, collect and remit such Taxes and Fees. 
8. Payment Terms. Buyer shall pay all properly invoiced amounts due to Seller within thirty (30) days of the effective date of the applicable Sales Order. In the event of any disputes, Buyer shall advise Seller of the reasons for disputing the invoice in question within ten (10) business days from the date of the invoice. If Seller has not timely received such notification, the invoice in question will be deemed accepted by Buyer. Buyer shall not set off at any time any amount owing to it by Seller against any amount payable by Buyer to Seller. 
9. Maintenance and Assistance. In order to minimize downtime, Buyer shall provide all maintenance of the Goods in accordance with the applicable third party manufacturer or supplier’s instructions and requirements. Such tasks may include, but are not limited to, checking and replacing fuses, securing loose connections and swapping defective components with replacement parts provided by Seller. 
10. Warranties. Seller will pass through to Buyer any warranties against defects in Goods that Seller is authorized to pass through from the applicable third party supplier or manufacturer (the “Performance Warranty”). Buyer acknowledges that no Performance Warranty may be available with respect to one or more Goods, and any Performance Warranty that is available will be subject to all of the terms, conditions and limitations imposed by the applicable supplier or manufacturer. Seller will use commercially reasonable efforts to facilitate any warranty claim made by Buyer with the applicable supplier or manufacturer. 
11. Disclaimer. AS BETWEEN SELLER AND BUYER, THE GOODS AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. SELLER DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, ACCURACY, NONINFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND SECURE, ERROR-FREE OR UNINTERRUPTED OPERATION. SELLER MAKE NO WARRANTY THAT DEFECTS WILL BE CORRECTED OR THAT THE GOODS OR THE SERVICES: (A) WILL MEET BUYER’S REQUIREMENTS; (B) WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; OR (C) WILL BE ACCURATE OR RELIABLE. BUYER ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF THE GOODS, INCLUDING BUT NOT LIMITED TO ANY ISSUES ARISING FROM THE THEIR USE, INSTALLATION OR CONFIGURATION BY ANY PARTY OTHER THAN SELLER, OR ANY HARDWARE, SOFTWARE OR SERVICES THAT ARE USED TOGETHER WITH THE GOODS THAT ARE NOT PROVIDED BY SELLER. IT IS BUYER’S SOLE RESPONSIBILITY TO DETERMINE WHETHER THE GOODS ARE SUITABLE AND ADEQUATE FOR BUYER’S NEEDS.
12. Limitation on Liability. In no event shall Seller or any of its representatives be liable under or in connection with the Terms to Buyer or any third party for CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR EXPENSES OF ANY KIND, INCLUDING THOSE RELATING TO DIRECT CLAIMS FOR BREACH OF THESE TERMS AND OTHER DIRECT CLAIMS BY THE USER AGAINST SELLER, IN EACH CASE REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR SELLER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SELLER’S MAXIMUM LIABILITY SHALL NOT IN ANY CASE EXCEED THE PURCHASE PRICE APPLICABLE TO THE GOODS FOR ALL POTENTIAL CLAIMS THAT MAY ARISE UNDER OR IN CONNECTION WITH THE TERMS, REGARDLESS OF WHETHER THE CLAIM IS BASED ON CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR OF ANY LIMITED REMEDY. 
13. General. No amendment to this Agreement, or waiver by either party of any of the provisions of this Agreement, is effective unless explicitly set forth in writing and signed by each party. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. Except for Buyer’s payment obligations hereunder, no party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such party’s failure or delay is caused by or results from an event that is not within its reasonable control, including but not limited to an act of God or government, flooding, fires, earthquakes, hurricanes or other natural disasters, mechanical, electronic, or communications failure or degradation, labor strikes, supply shortages, political strife, terrorism, pandemics, epidemics, failure or delay of transportation, or the actions or inactions of Buyer or any third party. Buyer may not assign this Agreement without the prior written consent of Seller. Seller may freely assign this Agreement in its sole discretion. Any purported assignment or delegation in violation of this Section shall be null and void. Subject to the foregoing, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. The relationship between the parties is that of independent contractors. There are no third party beneficiaries. This Agreement is governed by and construed in accordance with the laws of the State of Florida, without regard to its conflicts of law principles or to the United Nations Convention on Contracts for the International Sale of Goods. Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal courts of the United States of America or the courts of the State of Florida in each case located in the City of Orlando and County of Orange, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at the addresses set forth on the face of the Sales Order. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. The words “include,” “includes” and “including” will be deemed to be followed by the words “without limitation”. The parties agree that the court interpreting this Agreement may not apply a presumption that the terms of this Agreement will be more strictly construed against one party than against another for any reason. Provisions of these Terms which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: all payment obligations, disclaimer, and general.