Version 1.0 | Effective January 01 2026

These Global Terms and Conditions of Sale and Business (“Terms”) govern every quotation, proposal, order, sale, service, fabrication, assembly, design-assistance engagement, repair, distribution transaction, ecommerce transaction, drop shipment, and other transaction in which Kinequip, Inc. (“Kinequip”) supplies goods or services to a customer (“Customer”). “Goods” include products, components, materials, assemblies, software-enabled products, and related documentation. “Services” include fabrication, assembly, value-added work, repair, technical assistance, and other services. Each accepted quotation, acknowledgment, statement of work, and these Terms together form the “Agreement.”

These Terms are intended primarily for commercial transactions. If Customer purchases primarily for personal, family, or household use, mandatory consumer law controls to the extent it conflicts with these Terms. Nothing in the Agreement waives any right, remedy, duty, or liability that applicable law does not permit the parties to waive or limit.

1. Offer; Acceptance; Rejection of Customer Terms

Each Kinequip quotation or acknowledgment is an offer or acceptance expressly limited to the Agreement. Kinequip objects to and rejects every additional or different term in any Customer purchase order, procurement portal, vendor form, confirmation, shipping instruction, correspondence, or other document unless an authorized Kinequip officer signs a writing that specifically identifies and accepts the conflicting term. Kinequip’s reference to a Customer document, silence, shipment, performance, acceptance of payment, or access to a portal does not assent to Customer terms.

Customer accepts the Agreement by signing or accepting a Kinequip quotation or acknowledgment, affirmatively accepting these Terms electronically, replying with express acceptance after receiving them, authorizing Kinequip to begin work, or otherwise manifesting assent in a manner recognized by applicable law. Acceptance of delivery or payment of an invoice confirms an Agreement already presented before performance and does not by itself add previously undisclosed material terms.

2. Electronic Transactions; Records; Versions

Electronic communications, signatures, click acceptance, and records may be used to the extent permitted by law. Kinequip may retain evidence of the Terms presented and accepted, including the version, hyperlink or attachment, quotation or order number, customer account, signatory or user, date, time, and other lawful audit information. An automated order confirmation acknowledges receipt only unless it expressly states that Kinequip accepted the order.

A revised version applies prospectively only to a transaction for which the revised version was presented and accepted. Kinequip will identify each published version by effective date or version number and will retain prior versions in its records.

3. Quotations; Order Acceptance; Errors

Unless stated otherwise, quotations expire 30 days after issuance and may be withdrawn before acceptance. No order binds Kinequip until it issues an acknowledgment or otherwise expressly accepts the order. Customer must verify all part numbers, quantities, specifications, drawings, prices, delivery dates, exemptions, ship-to information, end use, and other order information.

Kinequip may correct an obvious clerical, typographical, catalog, database, or ecommerce error and may cancel or reprice an affected unshipped or unperformed portion, subject to applicable law. Kinequip may reject or limit any order for availability, credit, suspected fraud, supplier restrictions, export controls, legal requirements, or legitimate business reasons.

4. Prices; Cost Changes; Currency

Prices are in U.S. dollars unless Kinequip states otherwise and exclude freight, insurance, taxes, duties, tariffs, brokerage, handling, environmental fees, expedited charges, and similar amounts. Unless Kinequip signs a fixed-price commitment, it may adjust an unshipped or unperformed portion for documented supplier increases, tariffs, duties, transportation costs, exchange-rate changes, material shortages, Customer changes, or governmental action. Quantity pricing is conditioned on Customer purchasing the stated quantity.

5. Taxes; Duties; Assessments; Other Charges

Customer shall pay all sales, use, excise, value-added, gross-receipts, customs, import, export, property, and similar transaction taxes; duties; tariffs; governmental assessments; brokerage charges; and other fees arising from or related to the transaction, except taxes imposed solely on Kinequip’s net income. Kinequip may separately invoice any amount that applicable law requires it to collect or remit.

If Kinequip, its supplier, or a governmental authority later asserts or assesses a documented amount relating to Customer’s transaction, Customer shall reimburse Kinequip for the amount to the extent allocated to Customer by the Agreement and permitted by law. Customer shall also reimburse documented interest, penalties, professional fees, and administrative costs to the extent caused by Customer’s delay, inaccurate information, deficient documentation, or failure to comply with the Agreement. Payment is due within 15 days after invoice unless mandatory law requires otherwise.

These contractual allocations do not determine statutory liability to a taxing authority, bind a governmental authority, or eliminate a non-waivable collection, registration, reporting, or remittance duty.

6. Tax Exemptions; Documentation; Audits; Refunds

A Customer claiming an exemption shall provide complete, accurate, current, transaction-specific, and jurisdiction-specific documentation that Kinequip may lawfully accept before invoicing or shipment. Kinequip may reject facially deficient documentation, collect tax pending validation, and hold shipment until required records are received. Customer is responsible for its registrations, renewals, and supporting records. The status or certificate of Customer’s customer, consignee, or end user does not automatically establish an exemption for Kinequip’s sale to Customer.

Customer shall retain relevant exemption, resale, destination, and end-use records for the applicable statutory period and shall reasonably cooperate with audits, information requests, assessments, protests, and refund claims. If Kinequip receives a refund of tax previously reimbursed by Customer, Kinequip will credit the net amount actually recovered after lawful, documented third-party costs. Kinequip does not provide tax advice and may rely on Customer-supplied information without independently investigating it.

7. Destination Changes; Consignees; Drop Shipments

Customer shall provide accurate ship-to, consignee, end-user, final-destination, and intended-use information before acceptance. Any later change requires Kinequip’s written approval and may change price, tax treatment, freight, lead time, export controls, or documentation. Kinequip may hold shipment pending review. Customer is responsible for documented additional costs caused by its request or inaccurate information, to the extent permitted by law.

A shipment to Customer’s customer, dealer, distributor, consignee, jobsite, or end user is an accommodation to Customer and does not create a contract between Kinequip and the recipient unless Kinequip expressly agrees in writing. Customer remains the purchaser responsible for payment and required transaction information. Processing a destination change or drop shipment is not tax advice or a representation of exemption.

8. Supplier; Carrier; Government Pass-Through Charges

Customer shall reimburse Kinequip for documented supplier, manufacturer, carrier, customs broker, warehouse, or governmental charges resulting from Customer instructions, destination changes, inaccurate or incomplete information, expedited requests, import/export requirements, tax or exemption status, or Customer delay, except to the extent caused by Kinequip’s material breach or otherwise prohibited by law.

9. Payment; No Setoff; Credit

Unless Kinequip states otherwise, approved credit accounts are net 30 days from invoice date. Customer shall timely pay all undisputed amounts without setoff, deduction, withholding, chargeback, recoupment, or counterclaim except where applicable law requires otherwise. A dispute concerning part of an invoice does not excuse payment of the undisputed balance.

Overdue amounts bear interest at the lesser of 18% per annum or the maximum lawful rate. Kinequip may apply a payment to any Customer obligation, revoke or reduce credit, require advance payment or adequate assurance, suspend performance, or cancel an unperformed portion if payment or adequate assurance is not timely received. Customer shall reimburse reasonable collection costs, repossession expenses, and attorneys’ fees to the extent permitted by law.

10. Security Interest; Default; Remedies

To secure all amounts arising from a transaction, Customer grants Kinequip a purchase-money security interest in the goods sold, replacements, accessions, and identifiable proceeds, to the extent permitted by law. Customer authorizes Kinequip to file appropriate financing statements and shall reasonably execute further records required for lawful perfection. Customer shall keep the goods free of liens other than Kinequip’s interest until paid in full.

Customer defaults if it fails to pay when due, breaches a material obligation, repudiates an order, becomes insolvent, makes an assignment for creditors, or fails to provide adequate assurance after a reasonable demand. Subject to mandatory law, Kinequip may suspend, accelerate due amounts, withhold delivery, reclaim or repossess goods, cancel an unperformed portion, resell goods, and exercise cumulative contractual and statutory remedies. Bankruptcy and insolvency rights are subject to applicable bankruptcy law.

11. Delivery; Risk of Loss; Title; Storage

Unless Kinequip expressly agrees otherwise, domestic delivery is FOB Kinequip’s identified point of shipment under applicable UCC usage, freight prepaid and added or collect as stated. Delivery to the carrier transfers risk of loss to Customer. Delivery dates are estimates. A carrier delay, loss, damage, or misdelivery after risk transfers is not Kinequip’s responsibility, but Kinequip will reasonably assist with a carrier claim at Customer’s expense.

Title passes as provided by applicable law; any attempted reservation of title is limited to a security interest. If Customer delays delivery, Kinequip may invoice completed goods and store them at Customer’s risk and expense. Kinequip may make partial shipments and equitably allocate constrained supply. International delivery terms must identify the named place and Incoterms edition in Kinequip’s writing.

12. Inspection; Acceptance; Shipping Claims

Customer shall inspect promptly and give Kinequip detailed written notice of any visible shortage, shipping error, or nonconformity within three business days after delivery. Failure to give timely notice constitutes acceptance to the extent permitted by law, without eliminating a claim for a latent defect that reasonable inspection could not reveal and that is timely asserted under Section 17. Customer shall preserve packaging and evidence and timely make any required carrier claim.

13. Returns; RMAs

No return is permitted without Kinequip’s prior written authorization and an RMA number. An authorized standard-product return ordinarily must occur within 30 days after delivery, freight prepaid, complete, unused, undamaged, and resalable, and may be subject to a restocking fee. Return authorization does not admit defect or liability. Risk of return loss remains with Customer until Kinequip receives the goods.

Special-order, custom, fabricated, modified, programmed, assembled, obsolete, discontinued, opened-software, and designated non-cancelable/non-returnable (“NCNR”) goods are non-cancelable and non-returnable except as Kinequip agrees in writing or applicable law requires.

14. Cancellation; Changes; Suspension

Customer may not cancel, reschedule, or change an accepted order without Kinequip’s written approval. Customer shall pay reasonable, documented costs and commitments incurred, including materials, labor, engineering, tooling, supplier cancellation, freight, restocking, work in process, and NCNR obligations. Kinequip may suspend work when Customer delays approvals, information, payment, site access, or adequate assurance. Schedule and price will be equitably adjusted for an approved Customer change or delay.

15. Custom Work; Specifications; Change Control

Customer is responsible for the completeness, accuracy, legality, and suitability of its specifications, drawings, bills of material, samples, data, approvals, interfaces, and intended-use information. Unless a signed agreement states otherwise, Kinequip may rely on them without independent verification. Kinequip is not responsible for a defect or infringement caused by Customer specifications.

The applicable quotation or statement of work will govern tolerances, testing, validation, acceptance criteria, tooling, non-recurring engineering, minimum buys, excess or obsolete inventory, NCNR components, work-in-process charges, and deliverables. A change is effective only through Kinequip’s written change order identifying price and schedule effects.

16. Limited Warranty

For third-party goods, Kinequip will pass through to Customer any transferable manufacturer warranty available to Kinequip. Kinequip does not independently warrant a third-party good beyond that pass-through obligation.

For goods manufactured or value-added by Kinequip and for Kinequip services, Kinequip warrants for 90 days after delivery or completion that the affected work materially conforms to mutually agreed written specifications. Kinequip’s exclusive obligation and Customer’s exclusive remedy for a valid claim is, at Kinequip’s option, repair, replacement, reperformance, or refund of the amount paid to Kinequip for the affected good or service.

Warranty does not cover misuse, improper selection, installation or integration, unauthorized modification or repair, accident, neglect, abnormal electrical, pneumatic, chemical, thermal, environmental, or operating conditions, normal wear, inadequate maintenance, Customer specifications, third-party materials, or use outside published or agreed limits.

17. Warranty Claim Procedure

Customer shall give detailed written notice of a warranty claim within the applicable warranty period, identifying the order and invoice, affected item and serial number, delivery date, operating conditions, symptoms, and supporting photographs or test data reasonably available. Customer shall preserve the item and relevant evidence and shall not return, destroy, materially alter, disassemble, or repair it without Kinequip’s written authorization, except for reasonable emergency safety measures.

Kinequip may inspect or test the item at a reasonable time and place. Customer shall obtain an RMA before return. Unless Kinequip confirms a covered claim, Customer is responsible for access, diagnosis, removal, packaging, return freight, reinstallation, and related labor. A repaired or replaced item is warranted only for the longer of the remainder of the original period or 30 days.

18. Warranty Disclaimer

EXCEPT FOR THE EXPRESS LIMITED WARRANTY IN SECTION 16, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL GOODS AND SERVICES ARE PROVIDED “AS IS” AND “WITH ALL FAULTS.” KINEQUIP DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE EXCEPT AS EXPRESSLY PROVIDED, AND WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. NO ORAL STATEMENT, RECOMMENDATION, SAMPLE, MODEL, WEBSITE DESCRIPTION, OR CATALOG CREATES A WARRANTY UNLESS EXPRESSLY INCLUDED IN A WRITING SIGNED BY AN AUTHORIZED KINEQUIP OFFICER. NO DISCLAIMER APPLIES TO THE EXTENT PROHIBITED BY MANDATORY LAW.

19. Technical Information; Customer Validation; No Reliance

Recommendations, drawings, calculations, troubleshooting, application assistance, samples, and technical information are accommodations unless governed by a separately signed engineering agreement. Customer remains responsible for system design, product selection, safety analysis, integration, installation, operation, maintenance, testing, validation, and legal compliance. Customer shall independently verify suitability and may rely only on express commitments in the Agreement.

20. Product Information; Substitutions; Availability

Catalogs, website content, photographs, dimensions, specifications, and manufacturer data are informational and may change. Kinequip is not responsible for immaterial variations, typographical errors, or manufacturer changes outside its control. Kinequip will not make a material substitution without Customer approval where approval is commercially reasonable or legally required. Availability statements are estimates, not reservations of inventory.

21. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KINEQUIP WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFIT, REVENUE, USE, PRODUCTION, DATA, CONTRACTS, OPPORTUNITY, OR REPUTATION; BUSINESS INTERRUPTION; DOWNTIME; CUSTOMER OR END-USER CLAIMS; RECALL OR CORRECTIVE-ACTION COSTS; FIELD SERVICE; DIAGNOSIS; REMOVAL; REINSTALLATION; LABOR; EXPEDITED FREIGHT; OR SUBSTITUTE GOODS, REGARDLESS OF THEORY AND EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, KINEQUIP’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO A TRANSACTION OR SERIES OF RELATED EVENTS WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO KINEQUIP FOR THE SPECIFIC GOODS OR SERVICES GIVING RISE TO THE CLAIM. THESE LIMITATIONS APPLY TO CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, STATUTE, AND OTHER THEORIES.

The exclusions and cap do not apply to the extent prohibited by mandatory law. Each limitation is independent. To the extent permitted by law, the consequential-damage exclusion remains effective even if an exclusive remedy fails of its essential purpose.

22. Contractual Claim Period

TO THE EXTENT PERMITTED BY LAW, ANY ACTION OR PROCEEDING BY CUSTOMER AGAINST KINEQUIP ARISING FROM A TRANSACTION MUST BE COMMENCED WITHIN ONE YEAR AFTER THE CLAIM ACCRUES, OR IT IS FOREVER BARRED. THIS PERIOD DOES NOT SHORTEN A PERIOD THAT APPLICABLE LAW PROHIBITS THE PARTIES FROM SHORTENING AND DOES NOT APPLY TO KINEQUIP’S CLAIMS FOR PAYMENT, TAX REIMBURSEMENT, INDEMNITY, CONFIDENTIALITY, OR INTELLECTUAL-PROPERTY MISUSE.

23. Customer Indemnification

To the fullest extent permitted by law, Customer shall defend, indemnify, and hold harmless Kinequip, its affiliates, and their officers, directors, employees, and agents (“Indemnified Parties”) from third-party claims, demands, investigations, recalls, losses, damages, penalties, assessments, judgments, costs, and reasonable attorneys’ fees arising from or relating to Customer’s specifications; selection, integration, installation, modification, resale, marketing, or misuse; downstream representations or warranties not authorized by Kinequip; legal violations; inaccurate tax, export, destination, end-use, or end-user information; failure to preserve warnings or instructions; Customer data or materials; or claims by Customer’s customers, consignees, or end users.

Customer’s obligation does not apply to the extent a final nonappealable judgment determines that the claim was caused by Kinequip’s gross negligence or willful misconduct, or to the extent the allocation is prohibited by law. Kinequip shall give reasonably prompt notice; delayed notice reduces the obligation only to the extent of material prejudice. Kinequip may control the defense with counsel of its choice at Customer’s expense. Customer shall cooperate and shall not settle a claim in a manner that admits fault by, imposes nonmonetary duties on, or fails to release an Indemnified Party without Kinequip’s written consent.

24. High-Risk Applications; Insurance

Unless Kinequip expressly approves in a signed writing, goods and services are not authorized for an application in which failure could reasonably cause death, serious bodily injury, catastrophic property or environmental damage, nuclear incident, life-support failure, aircraft flight-control failure, or similar critical hazard. Customer assumes responsibility for any unauthorized high-risk use, subject to non-waivable law.

A distributor, integrator, or Customer using goods in a high-risk application shall maintain commercially reasonable insurance, including commercial general liability with products-completed-operations coverage of not less than $2,000,000 per occurrence and $2,000,000 aggregate, or any higher amount stated in Kinequip’s quotation. Upon reasonable request, Customer shall provide evidence of coverage and name Kinequip as an additional insured where commercially appropriate and legally permitted.

25. Safety; Warnings; Recalls; Corrective Action

Customer shall comply with product instructions and warnings, preserve labels, and communicate applicable safety information to employees, installers, distributors, customers, consignees, and end users. Customer shall promptly notify Kinequip of a serious incident, suspected safety defect, governmental inquiry, threatened recall, or material field pattern involving a supplied item.

The parties shall reasonably cooperate concerning investigation, notification, recall, retrofit, or corrective action. Except where law requires immediate unilateral action, Customer shall not publicly identify Kinequip as responsible or initiate a Kinequip-related recall without prior consultation. Responsibility for costs will be allocated according to causation, the Agreement, applicable manufacturer terms, and mandatory law.

26. Force Majeure

Kinequip is excused from delay, increased cost, or nonperformance caused by an event beyond its reasonable control, including shortage, allocation, supplier failure, transportation disruption, labor dispute, severe weather, fire, flood, disaster, epidemic, pandemic, cyberattack, utility or communications failure, equipment breakdown despite reasonable maintenance, war, terrorism, civil disturbance, governmental action, embargo, sanction, export restriction, or tariff change.

Kinequip may extend schedules, allocate available supply among customers, use alternate sources, suspend performance, or cancel an affected portion without liability. Kinequip will provide commercially reasonable notice when practicable. This section does not excuse Customer’s payment for goods or services already delivered or completed.

27. Export; Import; Sanctions; Antiboycott

Customer shall comply with applicable export, re-export, import, customs, sanctions, antiboycott, and trade-control laws; obtain required licenses, permits, and approvals; and not transfer an item to a prohibited destination, person, entity, end use, or end user. Customer represents that it is not a restricted party and shall promptly disclose changes. Customer shall provide accurate classification, destination, end-use, and end-user information upon request. Kinequip may suspend or cancel without liability if it reasonably believes performance could violate trade law.

28. International Sales; CISG; Incoterms; Language

The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded. An international trade term is interpreted under the Incoterms edition expressly identified in Kinequip’s writing; otherwise Section 11 controls to the extent applicable. Customer is importer of record unless Kinequip expressly agrees otherwise and is responsible for customs clearance, duties, local registrations, and destination-country compliance.

The English-language Agreement controls over a translation. A translation is provided only for convenience. Mandatory foreign law applies only to the extent it cannot lawfully be excluded.

29. Intellectual Property; Tooling; Software

Kinequip retains all right, title, and interest in its pre-existing and independently developed intellectual property, know-how, inventions, drawings, software, documentation, methods, processes, templates, libraries, and tooling concepts. Customer receives only the rights expressly granted in a signed agreement or necessarily implied for lawful use of the purchased goods. Payment for engineering or tooling does not transfer intellectual-property ownership unless a signed writing expressly states the transfer.

Third-party software, firmware, and digital content are governed by the licensor’s terms. Customer shall not reverse engineer, remove proprietary notices, or reproduce Kinequip materials except to the extent mandatory law expressly permits notwithstanding this restriction.

30. Customer Materials; Data; Cybersecurity

Customer warrants that information, data, designs, software, credentials, and other materials supplied to Kinequip are accurate, lawfully provided, reasonably secure, and free of malicious code, and that Kinequip’s authorized use will not violate third-party rights. Customer shall provide only data reasonably necessary for the transaction and shall follow secure transmission instructions.

For connected or software-enabled goods, Customer is responsible for secure configuration, access control, network segmentation, backups, monitoring, updates, and incident response after delivery. Unless expressly warranted in a signed agreement, Kinequip does not warrant uninterrupted operation, perpetual compatibility, or immunity from all cyber threats. Each party remains responsible for its own non-waivable privacy and data-security duties.

31. Confidential Information

Each party shall use reasonable care to protect the other party’s nonpublic information identified as confidential or reasonably understood to be confidential, use it only for the transaction, and disclose it only to personnel and contractors with a need to know and confidentiality duties. These obligations do not cover information lawfully public, previously known without duty, independently developed, or rightfully received from another source.

A legally required disclosure is permitted if the receiving party, where lawful and practicable, gives prompt notice and reasonable assistance. Upon request, the receiving party shall return or destroy confidential information, except for archival or legal-retention copies protected under this section. Trade-secret obligations continue while information remains a trade secret; other confidentiality obligations continue for three years after disclosure.

32. Compliance with Laws; Government Transactions

Each party shall comply with laws applicable to its own performance, including anti-bribery and anti-corruption laws. Customer shall obtain permits and approvals for its installation, operation, resale, and use. California Proposition 65 and similar notices will be provided as required; no provision shifts a non-waivable statutory duty.

No government procurement clause, prime-contract flow-down, favored-customer term, audit right, certification, or public-contract requirement binds Kinequip unless an authorized Kinequip officer expressly accepts it in a signed transaction-specific writing.

33. Governing Law; Exclusive Forum

The Agreement and each transaction are governed by New York law, without regard to conflict-of-law principles and excluding the CISG. Subject to mandatory law, each party irrevocably submits to the exclusive jurisdiction of the New York State courts located in Erie County, New York, and the United States District Court for the Western District of New York, and waives any objection based on venue or inconvenient forum. Kinequip may seek provisional, injunctive, repossession, or protective relief in any court of competent jurisdiction.

34. Jury-Trial Waiver; Individual Proceedings

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES TRIAL BY JURY IN EVERY ACTION OR PROCEEDING ARISING FROM OR RELATING TO THE AGREEMENT OR A TRANSACTION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING A CLAIM ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THESE WAIVERS DO NOT APPLY WHERE PROHIBITED BY MANDATORY LAW.

35. Dispute Notice; Business Resolution

Except for collection of undisputed amounts, protection of intellectual property or confidential information, repossession, provisional or injunctive relief, or a claim whose filing period will expire within 45 days, a party shall give written notice describing a dispute and requested resolution before commencing litigation. Within 10 business days after receipt, each party shall designate a business representative with settlement authority. The representatives shall attempt in good faith to resolve the dispute for 30 days after receipt of notice.

This procedure is a condition precedent to litigation but does not toll a statutory or contractual period unless the parties sign a tolling agreement. A party may file as necessary to preserve a claim and request a stay while the procedure is completed.

36. Legal Notices

A notice of breach, indemnity claim, cancellation of an accepted order, dispute under Section 35, or legal proceeding must be in writing and delivered by personal delivery, nationally recognized overnight courier, or certified U.S. mail, return receipt requested, to the address below. A copy may be emailed, but email alone is effective only if receipt is expressly confirmed by an authorized recipient.

Notices to Kinequip: Kinequip, Inc., Attn: Legal Notice, 365 Old Niagara Falls Blvd., Buffalo, New York 14228; copy by email to info@kinequip.com with the subject “LEGAL NOTICE.” Notices to Customer shall be sent to the legal or billing address in Customer’s account or order. Notice is effective on confirmed personal delivery, one business day after deposit with an overnight courier, or three business days after certified mailing.

37. Assignment; Subcontracting; Change of Control

Customer may not assign, delegate, or transfer an Agreement without Kinequip’s prior written consent. Kinequip may assign receivables, use suppliers and subcontractors, and assign an Agreement to an affiliate or successor in connection with reorganization, merger, sale of equity, or sale of substantially all relevant assets. An unauthorized Customer transfer is void to the extent permitted by law. Customer shall notify Kinequip promptly of a material change of control or ownership.

38. Independent Contractors; No Third-Party Beneficiaries

The parties are independent contractors. The Agreement does not create an agency, partnership, joint venture, franchise, fiduciary, employment, or exclusive relationship. Neither party may bind the other. No third party has contractual rights except an expressly identified Indemnified Party or permitted assignee.

39. Entire Agreement; Order of Precedence

The Agreement is the entire agreement concerning its subject and supersedes prior or contemporaneous proposals, discussions, statements, and communications. In a conflict, the following order controls: (a) a signed master agreement; (b) a signed transaction-specific amendment; (c) a signed statement of work solely for its subject; (d) Kinequip’s quotation or acknowledgment; (e) these Terms; and (f) Customer documents solely for product, quantity, requested delivery date, and ship-to information that Kinequip expressly accepts. A Customer document never controls legal terms merely because it appears later in time.

40. Modification; Waiver; Severability; Construction

A modification, waiver, or release is effective only in a writing signed by an authorized Kinequip officer and an authorized Customer representative, except for an electronic acceptance expressly permitted by the Agreement. A course of performance, delay, or failure to enforce is not a waiver. A waiver for one event is not a continuing waiver.

If a provision is invalid or unenforceable, it will be enforced to the maximum lawful extent or severed, and the remainder remains effective. Headings are for convenience. “Including” means “including without limitation.” The Agreement will not be construed against a party merely because it drafted the language.

41. Contracting Entity; Locations; Affiliates

The contracting seller is Kinequip, Inc. unless the applicable quotation or acknowledgment expressly identifies a different legal entity. Processing an order, communicating with Customer, performing work, or shipping or fulfilling from a particular office, facility, warehouse, supplier, subcontractor, or affiliate does not by itself change the contracting party, allocate tax liability, establish an additional warranty, or modify the governing-law and forum provisions. An affiliate is not liable for Kinequip’s obligations unless it expressly assumes them in a signed writing.

42. Services at Customer Sites; Access; Conditions

For services at a Customer or third-party site, Customer shall provide timely and safe access, accurate site information, required shutdowns and lockout/tagout coordination, utilities, permits, escorts, lifting or access equipment, and a work area free from undisclosed hazardous materials and unsafe conditions. Customer shall identify site rules and known hazards before arrival. Kinequip may stop work if it reasonably identifies an unsafe, inaccessible, or materially different condition.

Customer is responsible for delay, standby time, remobilization, and documented additional cost caused by unavailable access, unsafe or undisclosed conditions, inaccurate information, other contractors, or Customer delay. Kinequip is responsible for its personnel’s compliance with applicable safety law and Customer’s disclosed reasonable site rules. Discovery of hazardous or concealed conditions may require a written change order.

43. Survival; Cumulative Remedies; Counterparts

Payment, taxes, reimbursement, security interests, warranty limitations, claim periods, liability limitations, indemnity, safety and recall cooperation, trade compliance, intellectual property, confidentiality, governing law, dispute provisions, and all provisions that by their nature should survive remain effective after delivery, acceptance, payment, cancellation, or termination. Remedies are cumulative unless expressly exclusive. Signatures in counterparts and electronic signatures are effective to the extent permitted by law.