STORESET LLC TERMS AND CONDITIONS

1. Definitions:

· “Client” shall mean the Client (or similar term) specified on the quote / invoice (as defined herein). “STORESET” shall mean STORESET LLC or its affiliate as specified on the PO. “Party” shall mean Client or STORESET individually. “Terms” shall mean these terms and conditions. “Quote” shall mean a mutually signed quotation, in each case to which these Terms are attached. “Services” shall mean any services specified in the quote to be furnished by STORESET for Client. “Claims” shall mean liabilities, losses, damages, claims, injury, actions, proceedings, costs and expenses, including but not limited to reasonable attorney’s fees and costs of litigation for injuries to persons (including death) or damage to property. “Client Parties” shall mean Buyer, its successors, assigns and agents, its affiliated, associated, parent and subsidiary companies and its officers, directors, agents and employees. “STORESET Parties” shall mean STORESET, its successors, assigns and agents, its affiliated, associated, parent and subsidiary companies and its officers, directors, agents and employees. “Price” shall mean the amount payable by Client to STORESET in accordance with the terms of the quote / invoice.

2. Scope of Work:

· STORESET agrees to provide installation, merchandising and/or survey services as detailed in the mutually agreed-upon Quote.

3. Scheduling and Access:

· The Client must ensure that the installation site is accessible and ready for work on the scheduled date. Any delays caused by the Client's failure to provide access may result in additional charges as outlined in the Quote.

· Performance Schedule. Except in instances of force majeure, if STORESET is unable to deliver the required Services by the date specified for such performance in the signed quote, STORESET shall promptly communicate such anticipated delay to Client and the Parties will meet to determine a mutually acceptable revised schedule for services. If following such meeting, STORESET and Client are unable to mutually agreed upon a revised schedule, Client may, at its option, cancel any unfilled part of the contract. 

4. Payment Terms:

· Unless otherwise mutually agreed, Client will pay all invoices from STORESET within 30 days from receipt of STORESET’s invoice. Late fees of 2% of the outstanding invoice will be applied for each month after 30 days. If any portion of an invoice is disputed in good faith, Client shall promptly notify STORESET of the disputed items and pay the undisputed portion of the invoice in accordance with the payment terms above. The Parties will within ten (10) days meet to discuss and diligently attempt to resolve the disputed portion, which shall be paid promptly following resolution of the dispute.

5. Cancellation and Rescheduling:

· A 25% charge will be applied if STORESET arrives on site and is unable to perform work due to as is conditions, necessitating a reschedule within 24 hours of the originally scheduled date. In the event that rescheduling exceeds 48 hours and requires the installation team to remobilize, the Client will be responsible for any additional travel costs incurred.

6. Warranty and Liability:

· STORESET warrants that the installation services will be performed in a professional and workmanlike manner.

· STORESET is not liable for any damages or defects caused by materials or equipment provided by the Client.

7. Safety and Compliance:

· The Client must ensure that the installation site complies with all applicable safety regulations, codes and standards.

· STORESET reserves the right to halt work if safety concerns are identified.

8. Limitation on STORESET LLC Liability:

· STORESET’s maximum liability hereunder shall be limited to the total consideration payable to STORESET under the applicable Quote. 

9. Taxes and Other Charges:

· Except as may be otherwise provided in the applicable Quote, the Price excludes all State, and Local taxes, duties, or similar fees imposed by a governmental authority arising out of the services provided under the applicable Quote. If STORESET is required to collect and remit any taxes by applicable law and/or regulation, such taxes will be added to the invoice for the Services. If Client is exempt from such taxes, Client must provide an appropriate certificate of exemption prior to services being rendered in order to be exempt from such taxation.

10. Confidentiality:

· The information contained in this service Quote is confidential and intended solely for the use of the recipient named herein. Disclosure, copying, distribution, or use of this information by anyone else is strictly prohibited. All data, figures, and terms provided in the Quote are proprietary and must not be shared without the prior written consent of STORESET.

11. Governing Law:

· The Quote, including these Terms, and the transactions contemplated hereby shall be governed by, and construed and enforced in accordance with, the laws of the State of Texas without regard to its conflicts of law rules. Any action brought by either Party shall be brought in the state or federal courts located in Harris County, Texas, which courts shall have exclusive jurisdiction for all matters arising in connection with the Quote, these Terms and all transactions contemplated hereby. 

12. Dispute Resolution:

· Any disputes arising from these terms and conditions shall be resolved through mediation or arbitration, as agreed upon by both parties.

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13.  Miscellaneous:

· Any provision or provisions herein which are found to be invalid shall be deemed inoperative without invalidating or otherwise affecting any other provisions of these Terms.

14. Acceptance:

· By engaging STORESET’s services, the Client agrees to these terms and conditions.