TERMS AND CONDITIONS

These Terms and Conditions govern all transactions with Valley Refrigeration LLC (“Valley”), including all quotes, service orders, purchase orders, and related agreements.

1. Exclusive Agreement

These Terms, along with the associated service or purchase order, represent the final and entire agreement between the buyer (“Buyer”) and Valley. Any different or additional terms proposed by the Buyer in any future communication are hereby rejected and shall have no effect. No changes to these Terms are valid unless provided in a written document signed by both Valley and the Buyer. Acceptance of Valley’s goods or services constitutes full acceptance of these Terms.

2. Pricing and Taxes

Prices are subject to change without prior notice. Unless otherwise specified in writing, the prices charged will be those in effect at the time of service completion or product shipment. Prices do not include sales tax, duties, or other government fees; Buyer is responsible for all such charges.

3. Payment and Security Interest

All credit extensions are at the sole discretion of Valley and may be withdrawn at any time. Unless otherwise agreed, payment is due in full within 15 days of the invoice date without offset. Late payments will incur a monthly finance charge of 1.5% on the outstanding balance. To secure payment, Buyer grants Valley a security interest in all goods sold and a mechanic’s or garage keeper’s lien for all services performed. Valley is authorized to file any documents necessary to perfect this security interest.

4. Performance and Force Majeure

 Valley will make every reasonable effort to meet scheduled service dates; however, all dates are estimates. Valley shall not be liable for any delays or failure to perform caused by events beyond its reasonable control, including but not limited to: acts of God, strikes, government regulations, pandemics, or the inability to obtain necessary parts or equipment through standard supply channels. In such events, Valley reserves the right to postpone service or delivery for a reasonable period.

5. Warranty and Liability

All sales are subject to the Valley Refrigeration LLC Standard Limited Warranty (see Exhibit A), which includes specific limitations on liability.

6. Indemnification

Buyer agrees to defend and hold Valley, its officers, and employees harmless from any claims, damages, or legal expenses (including attorney fees) arising from this Agreement, except in cases where such damages were caused by Valley’s own negligence.

7. Inspection and Claims

Buyer must inspect all goods and services immediately. Any claims regarding defects or non-compliance must be submitted in writing within 20 days of receipt. Failure to notify Valley within this window constitutes an absolute waiver of such claims. Goods must be held for inspection by Valley and may not be returned or scrapped without written consent.

8. Default Remedies

If Buyer fails to pay on time, Valley may:

• (a) Suspend further shipments or services;

• (b) Cancel any remaining orders. Valley reserves all rights and remedies available under law, which shall be cumulative.

9. Collection Costs

Buyer is responsible for all costs incurred by Valley in the collection of overdue payments, including reasonable attorney fees and collection agency costs.

10. Return Policy

Returns are only accepted within 30 days of the invoice date. Items must be in their original, unopened packaging and accompanied by the invoice.

• Restocking Fee: A 15% fee applies to all returns.

• Non-Returnable: Electrical components and special-order items cannot be returned.

11. Technical Advice

Any technical suggestions or advice provided by Valley are offered as a courtesy “as-is” without warranty. Valley assumes no liability for the results of such advice. The Buyer is solely responsible for determining if the goods or services are appropriate for their specific application.

12. Governing Law and Venue

This Agreement is governed by the laws of the State of Washington. Any legal disputes must be resolved exclusively in the state or federal courts located in Grandview, WA. If any part of these Terms is found to be unenforceable, the remaining sections will remain in full effect.