QUOTE TERMS AND CONDITIONS

In consideration of the mutual promises set forth in the quote, proposal, pricing letter, or other similar document submitted by Cardinal Equipment Services, LLC (“CES”), including any CES attachments to that document (collectively referred to herein as a “Quote”) in which these Terms and Conditions (“Terms”) are referenced or linked and thereby incorporated, CES and Customer agree as follows:

1. Definitions.
   1. "Agreement” is, collectively, the Quote and these Terms.
   2. “Customer” is the customer named in the Quote.
   3. “Equipment” means any equipment (including, without limitation, component parts, coolers, machines and/or any parts, replacement parts and equipment, additions and accessories, payment processing components, technology, or any portion thereof) provided or serviced by CES, including Third Party Equipment (as defined below).
   4. “Service” or “Services” means installation, repair, service (including warranty service provided on behalf of an Equipment manufacturer or other third party), movement or remanufacturing services for Equipment, or any other service described in the Quote, provided for Customer by CES.
   5.  “Third Party Equipment” means equipment owned by Customer, another supplier or vendor of Customer, or any person or entity other than CES.
      
      
2. Purchase of Equipment from CES.
   If Customer is purchasing Equipment from CES, CES agrees to transfer ownership of such Equipment to Customer as of the date CES receives full payment of the related invoice. All right, title, interest, and responsibility of ownership of the Equipment will immediately transfer from CES to Customer upon such receipt of payment by CES.. If Customer does not pay for the Equipment in full pursuant to the payment terms herein, CES has the right to immediately enter Customer’s site(s) without notice and take back possession of the Equipment. This Agreement will be deemed the bill of sale of the Equipment purchased by Customer hereunder.
   
3. Services
   If Customer is receiving Services from CES, Customer will allow CES’s employees and agents to enter its site(s) for the purpose of inspection and/or performance of such Services. . If applicable, Services will be provided by CES in accordance with the Equipment manufacturer’s guidelines.
   
   If CES is installing Equipment at a Customer site, Customer, at its sole expense, will provide all necessary service connections at its site for the installation and operation of the Equipment. Customer represents and warrants that the plumbing, electric service, other service connections and structural integrity of its site are proper and adequate for the installation and use of the Equipment, and represents and warrants that it will not use extension cords, electrical or other connections not otherwise approved by CES or the Equipment manufacturer.
   
   Customer’s sole recourse against CES with respect to any Service provided by CES for or related to the Equipment is that CES will correct any defective workmanship at no additional charge to Customer within thirty (30) days from the date the Service was provided, provided that CES is given prompt notification of any such defective workmanship. CES IS NOT RESPONSIBLE FOR ANY ALLEGED DEFECTIVE SERVICE AFTER SUCH THIRTY (30) DAY PERIOD, AND CES WILL NOT OTHERWISE BE LIABLE FOR NEGLIGENT ACTS OR OMISSIONS COMMITTED WITH REGARD TO SERVICE OR EQUIPMENT.
   
   
4. Risk of Loss.
   Whether Customer is purchasing Equipment from CES or receiving Services related to Equipment, all liability and risk of loss for the Equipment remains with Customer at all times, including during shipment, Service, storage and return of the Equipment, and including when the Equipment is in the possession of CES, except to the extent any loss was caused by the gross negligence of CES.
   
   
5. Payment.
   Customer agrees to pay to CES the full purchase price listed in the Quote for each piece of Equipment and for all Service performed within thirty (30) days from the date on the invoice. Any payment not received from Customer by the due date may accrue late charges at the maximum rate permitted by law from the date such payment was due until the date paid.
   
   
6. Acceptance; Cusotmer Forms.
   1. This Agreement will become a binding contract upon (i) receipt by CES of an express acceptance by Customer of the Quote, or (ii) CES providing any of the Equipment or Services to Customer that are the subject to the Quote, whichever occurs first (“Effective Date”).
   2. Acceptance of the Quote by Customer is expressly conditioned on, and limited to, the terms and conditions of these Terms. CES will not be bound by any provisions in Customer’s purchase orders, order acknowledgements, acceptance forms or other documents (including any counter-offers), including any online terms and conditions referenced in any such Customer forms or in a website, application or other digital or electronic format, that propose any terms or conditions in addition to, or differing from, the terms and conditions set forth herein (“Customer Forms”), and any such terms and conditions of Customer Forms will have no force or effect, will not be binding as between Customer and CES and will not constitute any part of the terms and conditions of this Agreement; provided, however, in the event CES attaches Customer Forms to the Quote, any terms and conditions that do not conflict with the terms and conditions of this Agreement will apply (but in no event will any additional legal terms or conditions apply). CES’s failure to object to provisions contained in Customer Forms will not be deemed a waiver of the terms and conditions set forth herein.
   3. No change to the terms and conditions of this Agreement will be binding on CES unless approved in a writing signed by an authorized signatory of CES.
   4. If any provision of this Agreement conflicts with any terms or conditions in any order, form or other document submitted by CES to Customer, the provisions of this Order will control for purposes of those specific provisions only.
      
      
7. Customer's Inspection.
   The Customer accepts the Equipment and Service in its existing condition at the time of receipt, regardless as to whether or not Customer chose to inspect it.
8. WARRANTY DISCLAIMER.
   IN THE EVENT CUSTOMER PURCHASES EQUIPMENT FROM CES, CES AGREES TO PASS THROUGH TO CUSTOMER ANY MANUFACTURER WARRANTIES ON THE EQUIPMENT, IF CES HAS THE RIGHT OR AUTHORITY TO DO SO. BEYOND THE PRECEDING SENTENCE, CUSTOMER AGREES THAT CES HAS MADE NO ORAL, WRITTEN OR OTHER REPRESENTATION AS TO THE CONDITION OF THE EQUIPMENT OR PERFORMANCE OF ANY SERVICE, NOR HAS CES PROVIDED ANY EXPRESS OR IMPLIED ASSURANCES, WARRANTIES OR GUARANTEES WITH REGARD TO ANY ASPECT OF THE EQUIPMENT OR SERVICE. THE EQUIPMENT IS BEING SOLD, AND THE SERVICE IS BEING PROVIDED, “AS IS” WITH ALL FAULTS, DAMAGE AND/OR DEFECTS, KNOWN OR UNKNOWN, IF ANY, AND CES ASSUMES NO RESPONSIBILITY FOR ANY FAULTS, DAMAGE, DEFECTS, RECALLS OR REPAIRS. CES HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. CUSTOMER ASSUMES ALL RISKS OF PROPERTY DAMAGE, PERSONAL INJURY AND ANY OTHER TYPE OF DAMAGE, HARM, LOSS OR COST THAT MAY RESULT FROM THE SERVICE AND THE ACQUISITION, OWNERSHIP, OPERATION, POSSESSION, TRANSFER, SERVICE, REMOVAL OR DESTRUCTION OF THE EQUIPMENT.
   
9. RESPONSIBILITY FOR PROPERTY; PERSONAL INJURY OR PROPERTY DAMAGE CLAIMS.
   CUSTOMER ACKNOWLEDGES THAT THE INSTALLATION, OWNERSHIP, POSSESSION, USE, SERVICE, REPAIR, MOVEMENT AND OPERATION OF EQUIPMENT CARRIES INHERENT RISKS, INCLUDING BUT NOT LIMITED TO LEAKS, FLOODING, AND DAMAGE TO FIXTURES AND OTHER PROPERTY, AND LEAKS THAT COULD CREATE A HAZARD, INCLUDING ON CUSTOMER PROPERTY. NOTWITHSTANDING THAT RISK, CUSTOMER ACKNOWLEDGES AND AGREES THAT (A) CUSTOMER IS SOLELY RESPONSIBLE, AND HAS A NONDELEGABLE DUTY, FOR MAINTAINING ITS PREMISES AND ALL EQUIPMENT ON ITS PREMISES, AND ENSURING THE EQUIPMENT IS STORED, USED, OPERATED AND MAINTAINED BY ITS EMPLOYEES, CONTRACTORS, CUSTOMERS, VENDORS AND OTHER THIRD PARTIES PROPERLY SO AS TO NOT CAUSE ANY HAZARDS, LEAKS, FLOODING, INJURY OR DAMAGE, (B) CUSTOMER IS IN THE BEST POSITION TO MONITOR AND MAINTAIN THE EQUIPMENT IN A SAFE CONDITION SO AS TO AVOID HAZARDS, LEAKS, FLOODING, INJURY OR DAMAGE, AND (C) CES SHALL BEAR NO LIABILITY TO CUSTOMER OR ANY THIRD PARTIES FOR CLAIMS OR LOSSES ARISING OUT OF HAZARDS, LEAKS, FLOODING, INJURY OR DAMAGE RESULTING FROM CUSTOMER’S FAILURE TO ADHERE TO ITS CONTRACTUAL AND NONDELEGABLE DUTIES TO PROPERLY MAINTAIN ITS PREMISES AND EQUIPMENT AS SET FORTH HEREIN.
   
   
10. RELEASE
    CUSTOMER HEREBY RELEASES CES, AND ALL OF ITS AFFILIATED ENTITIES, AND EACH OF THEIR
    EMPLOYEES, FORMER EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, MEMBERS, MANAGERS, INSURERS, INSUREDS, ASSIGNORS, ASSIGNEES AND SUCCESSORS (“RELEASEES”) FROM ALL ALLEGATIONS, CLAIMS, SUITS, APPEALS AND CONTROVERIES, WHETHER BASED IN TORT (INCLUDING BUT NOT LIMITED TO THOSE BASED ON PERSONAL INJURY, WRONGFUL DEATH AND PROPERTY DAMAGE), CONTRACT, PRODUCT LIABILITY, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY, AND INCLUDING ALL CLAIMS ARISING OUT OF THE NEGLIGENCE OF RELEASEES, AND ALL RELATED DAMAGES (DIRECT AND INDIRECT), SETTLEMENTS, JUDGMENTS, EXECUTIONS, LIENS, PAYMENTS, COSTS, PENALTIES, INTEREST, EXPENSES, ATTORNEYS’ FEES AND BILLS, , INCLUDING CLAIMS FOR LOST PROFITS, LOST REVENUE, LOSS OF EARNING CAPACITY, LOST WAGES, LOSS OF CONSORTIUM, LOSS OF SERVICES, LOSS OF SUPPORT, LOSS OF DATA, BREACH OF SECURITY, WHETHER RELATED TO PERSONS OR PROPERTY, IN LAW OR IN EQUITY, KNOWN AND UNKNOWN, INCLUDING THOSE SUSTAINED DIRECTLY OR INDIRECTLY BY CUSTOMER OR ANY THIRD PARTY, WHICH HAS ACCRUED OR MAY HEREAFTER ACCRUE ON ACCOUNT OF OR IN ANY WAY RELATED TO THE EQUIPMENT, SERVICE, OR CUSTOMER’S ACQUISITION, TRANSFER, OWNERSHIP, POSSESSION, USE, REMOVAL, DESTRUCTION OR OPERATION OF THE EQUIPMENT.
    
    
11. LIMITATIONS OF LIABILITY.
    RELEASEES WILL NOT RESPONSIBLE OR LIABLE TO CUSTOMER OR ANY THIRD PARTIES FOR ANY INCIDENTAL, CONSEQUENTIAL, PUNITIVE, INDIRECT OR SPECIAL DAMAGES RESULTING FROM ANY CLAIM OR ANY CIRCUMSTANCE, INCLUDING THE THOSE ARISING OUT OF THE NEGLIGENCE OF RELEASEES, INCLUDING BUT NOT LIMITED TO DAMAGES RELATED TO LOSS OF DATA, LOST REVENUE, LOST PROFITS, DELAY DAMAGES OR LOSS OF BUSINESS, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RELEASEES WILL FURTHER NOT BE LIABLE TO CUSTOMER FOR ANY DAMAGES OR OTHER AMOUNTS IN AN AGGREGATE AMOUNT IN EXCESS OF THE FEES SET FORTH IN THE QUOTE.
    
    
12. Indemnity.
    Customer will indemnify and hold CES and all of its affiliate entities, and each of their employees, former employees, officers, directors, agents, representatives, members, managers, insurers, insureds, assignors, assignees and successors (“Indemnified Parties”) harmless from and against all losses, damages, claims, suits, proceedings, settlements, judgments and liabilities of whatever nature, and all costs and expenses, including, without limitation, Indemnified Parties’ reasonable attorneys’ fees and expenses, resulting from any and all claims, demands, or rights of action that are caused by or result from (a) Customer’s or its employee’s, contractor’s, subcontractor’s, representative’s, customer’s or agent’s negligent or willful acts or omissions, or (b) Customer’s breach of any representation, warranty, term, or condition of the Agreement.
    
    
13. Compliance; Applicable Laws.
    Customer represents and warrants that throughout the term of the Agreement, it will comply, and cause its employees, contractors, subcontractors, representatives and agents, to comply, with all applicable laws, statutes, directives, regulations, and ordinances, including but not limited to those pertaining to environmental protection, hazardous materials, worker safety, food and beverage handling and safety, and the processing of payment and personal information. Customer will take reasonable and necessary precautions for the safety of Customer’s and CES’s employees, contractors, subcontractors, representatives, agents, customers and consumers affected by Customer’s business and the Customer location.
    
    
14. Term and Termination.
    This Agreement is effective as of the Effective Date and will continue in effect until all Equipment and Services specified in the Quote have been provided or until terminated by either party as set forth herein. CES may terminate this Agreement without cause upon ten (10) days’ written notice to Customer. Either party may terminate this Agreement upon a breach by the other party if such breach is not remedied within thirty (30) days from receipt of notice from the non-breaching party.
    In the event of breach by Customer, CES will have the immediate right, without limitation, to exercise any one or more of the following remedies: (a) declare the entire amount of fees and other amounts immediately due and payable, without notice to or demand of Customer; (b) take possession of any or all of the Equipment to be purchased by Customer hereunder without demand or notice wherever the same may be located, without any court order or other process of law, to the extent such Equipment has not been paid in full by Customer; and (c) pursue any other remedy at law or in equity.
    
15. ARBITRATION.
    At CES’s election, any dispute arising out of or relating to this Agreement, including the breach, termination or validity thereof, or any other aspect of the parties’ relationship, and any questions regarding the arbitrability of a dispute, shall be finally resolved by arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association in effect as of the date the matter is referred to arbitration. IF ARBITRATION IS CHOSEN BY CES WITH RESPECT TO A CLAIM, NEITHER CUSTOMER NOR CES WILL HAVE THE RIGHT TO LITIGATE THAT CLAIM IN COURT OR HAVE A JURY TRIAL ON THAT CLAIM. FURTHER, CUSTOMER WILL NOT HAVE THE RIGHT TO PARTICIPATE IN A REPRESENTATIVE CAPACITY OR AS A MEMBER OF ANY CLASS OF CLAIMANTS PERTAINING TO ANY CLAIM SUBJECT TO ARBITRATION.
    
    
16. JURY WAIVER.
    EACH PARTY, TO THE EXTENT PERMITTED BY LAW, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND THE TRANSACTIONS IT CONTEMPLATES. THIS WAIVER APPLIES TO ANY ACTION OR LEGAL PROCEEDING, WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE.
    
    
17. CLASS ACTION WAIVER.
    TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY ON ITS BEHALF AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
    
18. Retention of Rights.
    Customer will not obtain by this Agreement, any right, title or interest in the trademarks owned by or licensed to CES or any of its parent, subsidiary or affiliate companies, or any manufacturer of any Equipment.
19. Claims.
    In no event will CES accept any claims of discrepancies or errors in pricing, discounts or any other consideration hereunder (“Claims”), more than one (1) year from the date of the applicable invoice. CES reserves the right to specify the documentation it will require to review a Claim. Customer agrees not to withhold payments due to CES regardless of a Claim, and agrees it has no right to setoff under any circumstance. CES will work directly with Customer to resolve any Claims or audit issues but will not interact with third-party auditors or contractors.
    
    
20. Confidentiality.
    During the term, and for a three (3) year period thereafter, Customer will keep the terms of this Agreement confidential.
    
    
21. Captions.
    The captions, headings and arrangements used in this Agreement are for convenience only and do not in any way affect, limit or amplify the provisions hereof.
    
    
22. Counterparts.
    The Agreement may be executed in one or more counterparts, each of which will be deemed an original, and all such counterparts, taken together, will constitute one and the same Agreement between the parties. To the maximum extent permitted by applicable law, signatures exchanged via facsimile or other electronic means are deemed to be the same as original signatures.
    
    
23. Miscellaneous.
    This Agreement will not be transferred, , assigned, conveyed or pledged, in whole or in part, by operation of law or otherwise, by Customer without the prior written consent of CES. This Agreement, and any invoice prepared by CES for Service or Equipment provided hereunder, constitutes the entire agreement between the parties, and will replace any prior agreements, relating to the subject matter hereof between the parties and may be amended only in a writing signed by an authorized signatory of each party. Waiver by CES of any breach of any of the Terms of this Agreement, or any failure to enforce the same, will not in any way affect, limit or waive CES’s right to thereafter enforce or compel strict compliance to that or any other term. The Customer’s entity agreeing to the Agreement is doing so on behalf of itself and on behalf of all outlets and other locations owned, operated and/or managed by Customer, its associates, parents, subsidiaries, affiliates and franchisees, to the extent such other outlets, locations or entities receive Equipment and/or Service from CES hereunder. Customer represents and warrants that it has the authority to arrange for such Equipment and Service and to bind the aforementioned outlets, locations and entities to the Terms of this Agreement, and to require them to, and guarantees that they will, comply with the Terms of this Agreement. The provisions of Sections 2, 5, 7-11, and 14-21, and any additional provisions that by law or by their nature, sense and context should survive, will survive any termination or expiration of this Agreement.
    
    
24. Notices.
    Except as otherwise expressly provided herein, any notice or communication required or permitted hereunder will be sufficiently given if sent in writing by (i) U.S. mail, (ii) certified mail, postage prepaid, or (iii) recognized courier delivery service (i.e., UPS, FedEx, etc.) with tracking. Any such notice, if so mailed, will be deemed to have been received the third business day following such mailing or when actually received by the recipient if sent with tracking. Either party hereto may change its address for notice purposes by written notice to the other party pursuant to this Section. Notices to Customer may be sent by CES to the entity and address listed on the Quote. Notices to CES must be mailed to Cardinal Equipment Services, LLC, 10117 Princess Palm Avenue, Suite #340, Tampa, Florida 33610, Attn: General Manager, via email to notices@eqservice with a copy to Deborah Pond, at the same address.