Preferred Solutions Supply Terms and Conditions

Customer hereby agrees as follows:

1. DELIVERY AND USAGE. Delivery hereunder must be made on or before the date specified in this Agreement (or, if no delivery date is specified elsewhere in this Agreement, delivery shall be made within a reasonable time, and in any event within one hundred twenty [120] days from the date of this Agreement). Time of delivery is of the essence. If any delivery date(s) cannot be met, Contractor will notify Customer immediately. Such notification shall not, however, constitute a change to the delivery terms of this Agreement, unless agreed to by Contractor. Customer agrees that Product(s) are provided for the customer and his agent(s) use and all use is at Customer’s own risk. Changes in weather conditions may occur rapidly, without prior notice, and are considered to be an Act of God for which Contractor will not be liable.

2. APPLICATION SERVICES. The contractor will only provide application services if requested by the customer. Customer is responsible for having knowledge of all property boundaries and, if necessary, marking property boundaries prior to Contractor’s performance of application services. Contractor is not liable for any and all damages resulting from application outside of Customer’s property due to inaccurate, insufficient, improper or otherwise deficient marking at property boundaries. Any and all claims or liabilities arising from such application will be subject to liability as set forth in Section 56, below. Quoted rate is for application of material, as set forth in this Agreement and will be performed as a part of regular service in coordination with service of other accounts. Application services after a Customer request will be made within 0-24 hours after request is received by Contractor. Special request application, including requests for application services within less than 12 hours, will be subject to a minimum charge. Special request application charges are based on several factors, including but not limited to location of application site, time required to perform service(s), etc.

3. OTHER CONTRACTORS. Contractor is not responsible for coordination with other contractors, companies, or individuals providing snow removal services to Customer. Contractor recommends requesting application services after all other snow removal services have been completed.

4. ACCOUNTS AND PAYMENT. All payments are due within 15 days from the original invoice date. All checks returned to Contractor by the financial institution, for any reason, are subject to a $35 returned check fee. All late payments are subject to a $10.00 per month late fee until the account is brought current. Accounts that are more than 30 days past due must be brought current prior to performance of any additional services; notwithstanding any other terms of the Agreement, all accounts that are more than 90 days past due are considered delinquent and may be cancelled by Contractor immediately and may not be reinstated until such account is brought current. Contractor is not responsible to provide any discount(s) or refund any monies for any missed application service for delinquent accounts. In the event of default, the Customer agrees to reimburse Preferred Solutions Supply for all costs, including but not limited to administrative costs, collection costs, attorney fees, recording fees, and court costs.

5. WARRANTIES. Customer assumes full responsibility for usage and storage of all Product(s) after purchase. Customer acknowledges that all Product(s) provided in accordance with this Agreement sold “as-is” and without any warranties of any kind. CONTRACTOR SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE CUSTOMER’S PURCHASE OF UNITS OF ANY PRODUCT UNDER THIS AGREEMENT.

6. LIABILITY. Contractor is not liable for damage to pavement, including concrete or asphalt, curbs, landscaping, turf, structures, vehicles, persons, or animals resulting from use of Products purchased under this Agreement or services rendered hereunder. CONTRACTOR’S LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTION, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO CONTRACTOR UNDER THE AGREEMENT IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. NOTWITHSTANDING THE ABOVE, CONTRACTOR SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OF ANY KIND.

7. INDEMNIFICATION: To the fullest extent permitted by law, Customer agrees to indemnify, Contractor and its, officers, employees, students and agents, and to hold Preferred Solutions Supply and each of the foregoing harmless from and against all claims, liability, causes of action, actions, judgments, loss, and damages of any and every kind and nature, hereinafter “Claims,” and expenses (including but not limited to reasonable legal fees and expert fees) arising directly or indirectly from or due to any Claim(s) with respect to all or any part of the Product(s) and service covered by this Agreement.

8. TERMINATION: This Agreement may be terminated by either party upon 30 days’ notice in writing. Contractor agrees not to incur any additional expenses after the date of receipt of notice of termination and Customer shall only be liable for those expenses incurred up to and including the date of termination.

9. DISPUTES: This Agreement shall be construed and enforced in accordance with the laws of the State of New York, without regard to any conflict of laws provisions. Any legal action or proceeding concerning this Agreement shall be brought in the courts of the State of New York and shall be venued in Saratoga County.

10. ACCEPTANCE – ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between Contractor and Customer. Any and all prior offers by Contractor, whether verbal or written, are withdrawn and/or rejected. Acceptance of this offer shall be evidenced by Customer’s written acknowledgment of this Agreement (including but not limited to, electronic acknowledgment), or by Contractor’s full or partial performance of service in accordance with this Agreement, and shall be deemed to be Customer’s unqualified and unconditional acceptance of this Agreement and of all terms and conditions of contained herein, without addition, deletion or other modification of any kind. In the event of any conflict between the terms herein and the terms of any other agreement between the Parties, the terms of this Agreement shall control. Captions in this Agreement are for convenience only, and do not define, limit or expand the meaning of the captioned provisions.