These Terms and Conditions ("Agreement") govern the sale of goods ("Goods") and services ("Services") by WeSpec LLC ("WeSpec") to the customer ("Buyer"). By placing an order with WeSpec, Buyer agrees to be bound by the terms and conditions set forth herein.

1. Applicability:

(a) These terms and conditions of sale (these “Terms”) are the only terms which govern the sale of the goods (”Goods”) and services (”Services”) by WeSpec LLC. (“Seller”)to the buyer named on the purchase order, quote, or invoice (”Buyer”). Notwithstanding anything herein to the contrary, if a written contract signed by bothparties is in existence covering the sale of the Goods and Services covered hereby, the terms and conditions of said contract shall prevail to the extent they areinconsistent with these Terms. (b) The accompanying sales order confirmation (the “Sales Confirmation Invoice”) and these Terms (collectively, this “Agreement”) comprise the entire agreement between the parties, and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer’s general terms and conditions of purchase regardless of whether or when Buyer has submitted itspurchase order (signed quote purchase agreement) or such terms. Fulfilment of Buyer’s order does not constitute acceptance of any of Buyer’s terms and conditions and does not serve to modify or amend these Terms.

2. Acceptance:

All sales are expressly conditional on Buyer’s agreement to the standard terms and conditions herein. Any of the terms and provisions of Buyer’s order which are inconsistent with or in addition to the terms and conditions hereof shall not be binding on Seller and shall not be considered applicable to the sale or shipment of the merchandise referred to herein. Acceptance of quotation or payment of invoice or acceptance of goods by Buyer shall be conclusively deemed to be subject to the terms and conditions hereof. Acceptance of any order is subject to credit approval by Seller, acceptance of the order by Seller and, when applicable, Seller’s Vendor (i.e. manufacturers, vendors, or other third parties that provide goods to Seller for resale to Buyer). If Seller, in its sole discretion, determines that Buyer's ability to pay or credit becomes unsatisfactory or it has reasonable grounds for insecurity, Seller reserves the right, upon notice to Buyer, to demand adequate assurance of due performance from Buyer and/or terminate this agreement with no liability to Seller. BY REQUESTING A QUOTE FROM SELLER, PRESENTING AN ORDER TO SELLER, PAYMENT OF INVOICE TO SELLER, OR ACCEPTANCE OF GOODS BY BUYER CONCLUSIVLY CONFIRMS THAT THESE TERMS & CONDITIONS SHALL GOVERN ALL PURCHASES OF GOODS, MATERIALS AND/OR SERVICES PROVIDED TO BUYER BY SELLER (COLLECTIVELY “GOODS”) BY BUYER FROM SELLER. SELLER OBJECTS TO AND REJECTS ANY CHANGES OR ADDITIONAL OR DIFFERENT TERMS (CONTAINED IN A PURCHASE ORDER ACCEPTED BY SELLER, OR OTHERWISE) AND NO SUCH TERMS WILL CHANGE THESE TERMS & CONDITIONS UNLESS ACKNOWLEDGED IN WRITING AND SIGNED BY AN AUTHORIZED REPRESENTATIVE OF SELLER. NO SELLER EMPLOYEE OR AGENT HAS THE AUTHORITY TO MODIFY THESE TERMS & CONDITIONS VERBALLY. SELLER OBJECTS TO AND REJECTS ANY TERMS BETWEEN BUYER AND ANY OTHER PARTY, AND NO SUCH TERMS, INCLUDING BUT NOT LIMITED TO ANY GOVERNMENT REGULATIONS OR “FLOWDOWN” TERMS, SHALL BE A PART OF OR INCORPORATED INTO ANY ORDER FROM BUYER TO SELLER, UNLESS AGREED TO IN WRITING BY AN AUTHORIZED REPRESENTATIVE OF SELLER.

3. Prices and Taxes:

Buyer agrees to pay the prices quoted by Seller and is responsible for additional applicable shipping and handling charges, taxes and duties. Seller shall collect applicable taxes unless Buyer at the time of order submits a valid and complete tax exemption, reseller’s permit, or resale certificate. Buyer agrees to indemnify the Seller for any tax, penalty and interest incurred as a result of Seller’s good faith acceptance of a tax exemption, reseller’s permit, or resale certificate that is later found to be incomplete or invalid. Prices on special-order Goods may be subject to change before shipment; Seller shall notify Buyer of any change, and Buyer may at its discretion cancel the special-order Goods if the revised prices are unacceptable, without charge other than applicable Vendor related charges. Any increase in Seller’s costs associated with the imposition of new tariffs after the date of quotation may be passed through to Buyer.

4. Quotes, Estimates, and Counts:

Buyer acknowledges and accepts that quotes are based on WeSpec LLC's interpretation of documents, plans, and specifications provided by the buyer or their contractors, architects, and affiliates. The Buyer is solely responsible for verifying the accuracy of quantities, product selections, and specifications prior to placing an order. WeSpec LLC. does not assume any responsibility for discrepancies, errors, or omissions. Quotes do not include special mounting hardware, fixture options, or accessories unless specifically noted. Prices may change if product specifications or project plans are modified. All quotations and estimates expire thirty (30) days from the date of the quotation unless otherwise noted on the quotation. This time limit applies even if Buyer uses the quotation to submit a job or project bid to any other party.

5. Interpretation Responsibility; Product Use and Safety:

Seller does not guarantee that the Goods it sells conform to any plans and specifications or intended use. When plans and specifications are involved, Buyer is solely responsible for verifying Seller’s interpretations of such plans and specifications, and it is Buyer’s sole responsibility to assure that Seller’s Goods will be accepted on any specific job. When Seller offers substitute Goods on any proposal, Buyer is solely responsible for confirming their acceptability. BEFORE BUYER USES OR INSTALLS ELECTRICAL PRODUCTS, IT IS BUYER’S RESPONSIBILITY TO CONSULT THE NATIONAL ELECTRIC CODE AND ANY PERTINENT LOCAL, STATE OR NATIONAL CODES, RULES OR REGULATIONS FOR APPROVED INSTALLATION PROCEDURES AND PRECAUTIONS. NOTHING SELLER SELLS IS FOR USE IN CONNECTION WITH "SAFETY-RELATED" APPLICATIONS OF A NUCLEAR FACILITY OR ANY HAZARDOUS ACTIVITY WHERE FAILURE OF A SINGLE COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR PROPERTY. Seller’s Terms & Conditions of Sale (“Terms & Conditions”) - Rev. 09/2021

6. Product Compliance and Suitability:

Jurisdictions have varying laws, codes and regulations governing construction, installation, and/or use of goods for a particular purpose. Certain goods may not be available for sale in all areas. Seller does not guarantee compliance or suitability of the goods it sells with any laws, codes or regulations, nor does Seller accept responsibility for construction, installation and/or use of goods. It is Buyer’s responsibility to review the product application and all applicable laws, codes and regulations for each relevant jurisdiction to be sure that the construction, installation, and/or use involving the goods are compliant. ABSENT ADVANCE WRITTEN SELLER ACKNOWLEDGEMENT NOTHING SELLER SELLS IS FOR USE IN CONNECTION WITH SAFETY-RELATED APPLICATIONS OF A NUCLEAR FACILITY OR ANY HAZARDOUS ACTIVITY WHERE FAILURE OF A SINGLE COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR PROPERTY.

7. Product Information:

We strive to provide accurate and up-to-date information about our products. However, we do not warrant that the product descriptions, pricing, or availability are error-free. We reserve the right to correct any inaccuracies and update product information at any time without prior notice.

8. Change Orders:

Any request by Buyer to modify the specifications, quantities, or delivery dates of Goods shall be considered a change order. WeSpec LLC. reserves the right to adjust pricing, delivery schedules, or other terms as a result of any approved change order. All change orders must be confirmed in writing by WeSpec LLC. before being executed.

9. Tariff Disclaimer:

Due to tariffs imposed by the U.S. Department of Commerce on imports from China, pricing in this quotation is valid only until the specified expiration date. Customers must request updated pricing if the quote expires before order acceptance via e-signature, as tariff timings vary by manufacturer.

10. Payment Terms:

Payment terms are due upon receipt of invoice (invoice date) or upon such other terms approved by Seller in writing. Retainage shall not apply, and Buyer shall not hold back any retainage from Seller, even if retainage is part of any contract between Buyer and any other party. Payment is not contingent on Buyer’s ability to collect or obtain funds from any other party. Credit card sales are billed at the time of purchase. Buyer expressly represents it is solvent at the time it places any order with Seller. Seller, in its sole discretion, may determine that Buyer’s financial condition requires full or partial payment prior to manufacture or shipment. Seller may obtain and use Buyers credit history for credit evaluation purposes. Seller may apply payments to any outstanding invoices unless Buyer provides specific payment direction. Late payments may incur interest at a rate of 1.5% per month on the overdue amount. Buyer agrees to pay a charge on all amounts past due at the rate of 1.50% per month (18% per year) or the maximum lawful rate, whichever is less. Acceptable payment methods include Wire Transfer, ACH Transfer, and Bank Check.

11. Remedies For Non-Payment:

If Buyer fails to make any payment when due, Seller reserves the right to suspend performance. Buyer agrees to pay a charge on all amounts past due at the rate of 1.50% per month (18% per year) or the maximum lawful rate, whichever is less. In the event of non-payment, Buyer agrees to pay Seller’s reasonable attorney fees and court costs, if any, incurred by Seller to collect payment, and all applicable interest charges. Buyer acknowledges that transactions to which these terms relate are commercial transactions. To the extent not contrary to applicable law, Buyer (i) waives any available homestead exemption, (ii) irrevocably authorizes Seller to appoint a representative to appear in a court of competent jurisdiction to confess a judgment without process in Buyer’s favor for such amount that remain unpaid, and (iii) consent to immediate execution upon any such judgment, and (iv) agrees that Seller has the right to file a construction lien or mechanic's lien, as applicable, on the property to secure payment for goods delivered or services rendered. Buyer voluntarily and knowingly waives its right to notice, demand, presentment, protest and any hearing to which it may be entitled under any state or federal law relating to any right or remedy (including prejudgment remedies) that Seller may elect to use or of which it may avail itself. IMPORTANT NOTICE: A CONFESSION OF JUDGMENT PROVISION AND OTHER WAIVERS CONTAINED HEREIN CONSTITUTES A WAIVER OF IMPORTANT RIGHTS YOU MAY HAVE. IF YOU DO NOT PAY ON TIME, THESE WAIVERS ALLOW SELLER TO OBTAIN A JUDGMENT AGAINST YOU WITHOUT FURTHER NOTICE OR YOUR PRIOR KNOWLEDGE. YOU ARE GIVING UP YOUR RIGHT TO NOTICE AND TRIAL. SELLER MAY OBTAIN JUDICIAL REMEDIES TO COLLECT AMOUNTS DUE REGARDLESS OF ANY CLAIMS YOU MAY HAVE (INCLUDING WITHOUT LIMITATION, CLAIMS FOR RETURNED OR FAULTY GOODS, FAILURE BY SELLER TO COMPLY WITH THIS AGREEMENT, OR ANY OTHER CAUSE).

12. Freight and Delivery:

Manufacturer freight terms apply, and pricing is based on one release per manufacturer. Freight is not included unless expressly noted. For drop shipments, lift gates are not included unless specified and may incur additional fees. All shipments are made F.O.B. from the seller’s shipping point in the United States unless otherwise specified. For international shipments, the customer assumes all responsibilities for export licenses, customs, and any associated costs. For both domestic and international shipments, Title and risk of loss and damage transfer to the buyer upon shipment. Claims for goods damaged in transit are the Buyer’s sole responsibility. The customer agrees to procure and is responsible for obtaining any necessary insurance to indemnify itself and WeSpec LLC against loss or damage during shipping. WeSpec LLC is not liable for delays or failures due to unforeseen circumstances, including raw material shortages, government actions, labor disputes, manufacturer delays, shipper delays, acts of God, or other events within or beyond WeSpec's control. Further, WeSpec LLC. shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including loss of profits or business interruptions. WeSpec LLC. reserves the right to deliver in installments and allocate inventory among customers as necessary. If for any reason Buyer fails to accept delivery of any of the Goods or if WeSpec LLC. is unable to deliver the Goods at the Delivery Point because Buyer has not provided appropriate instructions, documents, licenses, authorizations, or Buyer representative is not at the delivery site to accept the deliver then: (i) risk of loss to the Goods shall pass to Buyer; (ii) the Goods shall be deemed to have been delivered, (iii) WeSpec may, at its sole discretion, store the Goods and all costs associated with such storage and redelivery shipping charges including taxes or insurance, shall be immediately paid to WeSpec LLC. by Buyer. Furthermore, buyer agrees to the comprehensive delivery terms below. Delivery: Seller is a distributor and not a manufacturer and factory shipping dates given in advance of actual shipment are approximate and not guaranteed. Seller is not to be accountable for delays for delays in delivery of goods or services occasioned by acts of God, failure of its suppliers to ship or deliver on time, or other circumstances beyond Seller’s reasonable control. Factory shipment or delivery dates are best estimates, and in no case shall Seller be liable for any consequential or special damages arising from any delay in provision of services, shipment or delivery. Unless otherwise specified by Seller, delivery will be made, and title and risk of loss or damage will pass F.O.B. point of shipment to Buyer and each shipment or delivery shall be considered a separate and independent transaction. Seller shall have no liability if its performance is delayed or prevented by causes beyond its reasonable control, including, without limitation, acts of nature, labor disputes, government priorities, transportation delays, insolvency or other inability to perform by Seller’s Vendor, or any other commercial impracticability. In the event of any such delay, the date of delivery or performance shall be extended for a period equal to the time lost by reason of delay. Should shipments be held or stored beyond the delivery date for convenience of Buyer, Seller may, at its option, assess reasonable charges for any expense incident to such delay, including but not limited to payment in full for material. Exports: If Goods are sold for export, Seller’s Standard Terms & Condition for Export Sales apply. Acceptance of export orders is not valid unless confirmed in writing by Seller. Buyer, NOT Seller, is responsible for compliance with all United States export control rules and regulations. Buyer shall not name Seller as shipper or exporter of record in connection with the export of any Goods purchased from Seller. Export Controls and Anti-Corruption: Buyer acknowledges that this order and the performance thereof are subject to compliance with any and all applicable United States laws, regulations, or orders. Buyer agrees to comply with all such laws, regulations, and orders, including, if applicable, all requirements of the International Traffic in Arms Regulations and/or the Export Administration Act, as may be amended. Buyer further agrees that if the export laws are applicable, it will not disclose or re-export any technical data received under this order to any countries for which the United States government requires an export license or other supporting documentation at the time of export or transfer, unless Buyer has obtained prior written authorization from the United States Office of Export Control or other authority responsible for such matters. Buyer shall also comply with applicable laws and regulations relating to anti-corruption, including, without limitation, the United States Foreign Corrupt Practices Act (15 U.S.C. §§78dd-1, et. seq.) irrespective of the place of performance and laws in Buyer’s country or any country where performance of this agreement or delivery of goods will occur.

13. Claims, Inspection, And Acceptance Of Goods:

Claims for any nonconforming Goods must be made by Buyer, in writing, within five (5) days of Buyer’s receipt of such Goods and must state with particularity all material facts concerning the claim then known to Buyer. Failure by Buyer to give notice within such five (5) day period shall constitute an unqualified acceptance of such Goods by Buyer, and a waiver of any right to reject or revoke acceptance of such Goods. Buyer shall inspect all Goods immediately upon receipt. Any claims regarding missing or damaged Goods must be reported in writing to WeSpec LLC within five (5) days of delivery. Failure to provide notice within this time shall constitute acceptance of the Goods and waiver of any such claims.

14. Returns and Order Cancellation:

Buyer acknowledges and agrees that all returns are subject to prior approval from the manufacturer. Credit may be allowed for goods returned with prior written approval. A deduction may be made from credits issued to cover cost of handling and or restocking fees. Customers should be aware that most lighting products today are made to order, and in most cases, manufacturers will not accept returns outside of those covered by the warranty. Products that are approved for return by the manufacturer are subject to restocking fees, typically 25%-75% of the purchase price. Unless the cancellation is due to a default by Seller, once an order is placed with and accepted by Seller, the order cannot be cancelled, unless Seller consents in writing. If an order is cancelled, Buyer shall reimburse Seller for any and all costs Seller incurs as a result of such cancellation, including but not limited to cancellation or restocking fees.

15. Warranty:

Buyer acknowledges that WeSpec LLC does not provide any warranties, express or implied, regarding any of the products sold. Any warranties, if applicable, are provided exclusively by the product manufacturers and that any claims under applicable warranties shall be directed solely to the product manufacturers. Buyer understands and agrees that the goods sold by Seller are products of manufacturers sold under their respective brand name, trade name, or private label name in accordance with their terms and conditions. WeSpec LLC. does not provide any warranty on the products sold. Warranties are provided exclusively by the product manufacturers. Seller shall use its best efforts to obtain from each manufacturer, in accordance with the manufacturer’s warranty (copies of such warranty which will be furnished upon request) or customary practice, the repair or replacement of goods that may prove defective in material, design, or workmanship. The foregoing shall constitute the exclusive remedy of Buyer and the sole obligation of Seller. Except as to title, SELLER GIVES NO WARRANTY, EXPRESS OR IMPLIED, AS TO MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE. Seller shall not, under any circumstances be liable for any special, direct, indirect, incidental, exemplary, liquidated, or consequential damages to persons or property arising out of or connected with the transactions contemplated hereby or the design, manufacture, subsequent sale or use of the goods, including, but not limited to, loss of profit or revenues, loss of use of the products, or any associated equipment, cost of capital, cost of substitute products, facilities, service, or replacement power, down time costs, or claims of Buyer’s customers for such damages. Seller’s maximum cumulative liability relative to all other claims and liabilities, including that with respect to direct damages and obligations under any indemnity, whether or not insured, will not exceed the cost of the goods or services giving rise to the claim of liability. Seller disclaims all liability relative to gratuitous information or services provided by, but not required of seller hereunder. If Buyer transfers title to or leases the products sold hereunder to any third party, Buyer shall indemnify and defend Seller and its suppliers against any such damages. Seller shall also assign to Buyer any Vendor warranties and/or remedies provided to Seller by its Vendor. INTELLECTUAL PROPERTY INFRINGEMENT: SELLER DISCLAIMS ANY AND ALL WARRANTIES AND/OR INDEMNIFICATIONS AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY NATURE. SELLER SHALL, IF GIVEN PROMPT NOTICE BY BUYER OF ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT WITH RESPECT TO ANY GOODS SOLD HEREUNDER, REQUEST THE MANUFACTURER TO GRANT FOR THE BUYER SUCH WARRANTY OR INDEMNITY RIGHTS AS THE MANUFACTURER MAY CUSTOMARILY GIVE WITH RESPECT TO SUCH GOODS. LIMITATIONS: THERE ARE NO OTHER WARRANTIES WRITTEN OR ORAL, EXPRESS, IMPLIED OR BY STATUTE. NO IMPLIED STATUTORY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE APPLIES. NO REPAIR OF GOODS OR OTHER COSTS ARE ASSUMED BY SELLER UNLESS AGREED TO, IN ADVANCE, IN WRITING. UNLESS AGREED TO IN ADVANCE IN WRITING, WARRANTIES ARE ONLY VALID IN THE UNITED STATES OF AMERICA AND ITS TERRITORIES. REPAIR OR REPLACEMENT SHALL BE AT THE ORIGINAL PLACE OF DELIVERY. LIMITATIONS OF LIABILITY: UNLESS APPLICABLE LAW OTHERWISE REQUIRES, SELLER’S AND ANY VENDOR’S TOTAL LIABILITY TO BUYER, BUYER’S CUSTOMERS OR TO ANY OTHER PERSON, RELATING TO ANY PURCHASES GOVERNED BY THESE TERMS & CONDITIONS, FROM THE USE OF THE GOODS FURNISHED OR FROM ANY ADVICE, INFORMATION OR ASSISTANCE PROVIDED BY SELLER (BY ANY METHOD, INCLUDING A WEB SITE), IS LIMITED TO THE PRICE OF THE GOODS GIVING RISE TO THE CLAIM. NEITHER SELLER NOR ITS VENDORS SHALL BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY SPECIAL, INCIDENTAL, DIRECT, CONSEQUENTIAL OR PENAL DAMAGES (INCLUDING, BUT NOT LIMITED TO BACKCHARGES, LABOR COSTS, COSTS OF REMOVAL, REPLACEMENT, TESTING OR INSTALLATION, LOSS OF EFFICIENCY, LOSS OF PROFITS OR REVENUES, LOSS OF USE OF THE GOODS OR ANY ASSOCIATED GOODS, DAMAGE TO ASSOCIATED GOODS, LATENESS OR DELAYS IN DELIVERY, UNAVAILABILITY OF GOODS, COST OF CAPITAL, COST OF SUBSTITUTE GOODS, FACILITIES OR SERVICES, DOWNTIME, OR CLAIMS FROM BUYER’S CUSTOMERS OR OTHER PARTIES). IF SELLER FURNISHES BUYER WITH ADVICE OR OTHER ASSISTANCE WHICH CONCERNS ANY GOODS SUPPLIED HEREUNDER, OR ANY SYSTEM OR EQUIPMENT IN WHICH ANY SUCH GOODS MAY BE INSTALLED, AND WHICH IS NOT REQUIRED PURSUANT TO THESE TERMS & CONDITIONS, THE FURNISHING OF SUCH ADVICE OR ASSISTANCE WILL NOT SUBJECT SELLER TO ANY LIABILITY, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OROTHER GROUNDS.Seller’s Warranties: Seller only warrants that all Goods sold are new and, upon payment in full by Buyer of the Goods, free and clear of any security interests or liens. Buyer’s exclusive remedy for breach of such warranties shall be replacement with a new product or termination of any security interests or liens. Seller is a distributor and not a manufacturer and makes no independent warranties other than those set forth herein.

16. Intellectual Property:

All drawings, plans, specifications, or other documents prepared by WeSpec LLC in connection with the supply of Goods remain the intellectual property of WeSpec LLC. Buyer is granted a non-exclusive license to use such documents solely for the purpose of installing and using the Goods purchased from WeSpec LLC.

17. Indemnification and Release of Liability:

The customer agrees to indemnify, defend, and hold harmless WeSpec LLC, its affiliates, officers, directors, shareholders, employees, agents, and representatives (collectively, the "Indemnified Parties") from any and all claims, losses (including lost profits), damages, judgments, fines, penalties, costs, and expenses, including reasonable attorneys’ fees arising from (1) any claims or liabilities arising from the purchase, manufacture, resale, or use of goods provided by WeSpec LLC., including product defects, recalls, consumer fraud, bodily injury, or property damage; (2) any violations of applicable laws, regulations, or industry standards by the goods, the customer, or their representatives in connection with this agreement; (3) any acts of negligence, willful misconduct, fraud, or other culpable acts of the customer or its representatives regarding the purchase or use of the goods; (4) any breach by the customer of any warranties, representations, or obligations under this agreement; (5) any claims that the goods infringe upon the intellectual property rights of any third party; and (6) any claims arising from delays in product delivery caused by the customer's contractors, third-party suppliers, manufacturers, shippers, agents, WeSpec LLC., or other circumstances either within or beyond WeSpec's control. Additionally, the customer unconditionally releases WeSpec LLC. and the Indemnified Parties from all liability, claims, or damages arising from but not limited to; manufacturing defects, product recalls, intellectual property disputes, or third-party claims, regardless of whether the defect or claim was known at the time of purchase. In no event shall WeSpec LLC's total aggregate liability for any and all claims arising under this Agreement exceed the total amount paid by the Buyer for the specific goods giving rise to the claim.The customer shall have sole control over the defense and settlement of any claim but may not settle any claim without the Indemnified Parties' written consent. The Indemnified Parties may employ separate counsel at their own expense and participate in the defenseof any claims. The Indemnified Parties must notify the customer promptly upon becoming aware of any claims; however, any delay in providing such notice shall not relieve the customer of its indemnification obligations.

18. Force Majeure:

WeSpec LLC shall not be liable for any failure to perform its obligations under this agreement if such failure is due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, or any other event of force majeure.

19. Third Party Contract Obligations:

In the event that Buyer has contracted for or otherwise assumed with any other party any obligation or liability to an owner, contractor, construction manager, governmental entity, or any other person or entity responsible for the completion of any portion of any project in which Seller’s goods will be used, the parties agree that Seller is not a party to such contract. Therefore, Seller does not assume any liability or obligation – including but not limited to any liability or obligation related to governmental regulations or flowdown terms – under any such contract or agreement. Absent a written agreement to the contrary, signed by an authorized representative of Seller, Buyer releases and agrees to defend, indemnify and hold Seller harmless for any claims of any nature whatsoever related to any obligation, risk, liability or responsibility which was Buyer's under any contract or which was assumed by Buyer towards any owner, contractor, construction manager, governmental entity, or other party involving the goods or work supplied by Seller to fulfill any contractual requirement.

20. Third-Party Services:

Buyer acknowledges and agrees that WeSpec LLC is not responsible for any delays, damages, errors, omissions, or failures caused by third-party contractors or suppliers, including but not limited to shipping carriers, architects, engineers, lighting controls programmers, lighting controls designers, photometric study designers, customs officials, or third-party manufacturers or vendors.

21. Assignment:

Neither party may assign its rights or obligations under this agreement without prior written consent from the other party; provided however that WeSpec LLC. may assign any of its rights or delegate any of its obligations to any individual or entity acquiring all or part of WeSpec LLC’s assets. An order shall not be assigned by Buyer without the express written consent of Seller. Consent will not be required, however, for internal transfers and assignments as between either party and its affiliates, and nothing herein shall limit either party’s right to factor or sell receivables.

22. Confidentiality:

Buyer agrees that all non-public, confidential, or proprietary information disclosed by WeSpec LLC, whether oral or in writing, is confidential, shall be used solely for the purposes of performing under this Agreement, and shall not be disclosed to any third party without the prior written consent of WeSpec LLC.

23. Non-Disparagement:

The customer agrees that they shall not, directly or indirectly, make any disparaging remarks, comments, or statements regarding WeSpec LLC, its products, services, employees, or business practices, whether in written, verbal, or electronic form. This includes, but is not limited to, any statements made to the media, on social media platforms, or to third parties. The customer acknowledges that any violation of this non-disparagement clause would cause WeSpec LLC irreparable harm, and therefore, in the event of such a violation, WeSpec LLC shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity. Furthermore, the customer agrees that WeSpec LLC may pursue punitive damages for any such violation, reflecting the seriousness of the breach and the harm caused to WeSpec LLC's reputation.

24. Anti-Money Laundering Restrictions: Seller rejects questionable orders and payments: Except for pre-approved credit arrangements, Seller rejects third-party payments, cashiers' checks, money orders and bank drafts. Seller accepts only checks imprinted with Buyer’s name; wire transfers originated in Buyer's account; letters of credit with Buyer as account party; and credit or debit cards in Buyer’s name. All payments must be by single instrument in the amount of the invoice, less credits, from banks acceptable to Seller.

25. Important Notice to Federal Customers or Contractors Regarding Country of Origin: It is Buyer’s responsibility to advise Seller in writing whether there are any requirements regarding country of origin for the goods supplied by Seller. Upon request, Seller will provide country of origin information so that Buyer may determine compliance with any applicable governmental requirements or regulations. By purchasing goods without advising Seller of any country-of-origin requirements, Buyer represents that it has authority to make such purchase and has complied with all applicable procurement regulations.

26. Governing Law:

These Terms & Conditions and all disputes related to it shall be governed by the laws of the State of California, United States of America, without giving effect to its conflict of law rules. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall first be attempted to be resolved through mediation. If mediation fails, the dispute shall be settled by binding arbitration under the rules of the American Arbitration Association. The place of arbitration shall be in Orange County, California."

27. Severability:

If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

28. Entire Agreement:

This document constitutes the entire agreement between the parties and supersedes all prior negotiations or agreements, whether written or oral.

29. Termination:

In addition to any remedies that may be provided under these Terms, WeSpec may terminate this Agreement with immediate effect upon written notice to Buyer, if Buyer: (a) fails to pay any amount when due under this Agreement; (b) has not otherwise performed or complied with any of these Terms, in whole or in part; or (c) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors. WeSpec LLC. also reserves the right to terminate this Agreement or any Order, in whole or in part, at its convenience by providing written notice to Buyer. In such event, WeSpec LLC. will refund any payments made for undelivered Goods, but shall not be liable for any additional costs or damages.

30. Amendments:

Any amendments to this agreement must be made in writing and signed by both parties.

31. Waiver:

No waiver by WeSpec of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by an authorized representative of WeSpec. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

32. General Provisions:

All typographical or clerical errors made by Seller in any quotation, acknowledgment or publication are subject to correction. This agreement shall be governed by the laws of the State of California applicable to contracts to be formed and fully performed within the State of California, without giving effect to the choice or conflicts of law provisions thereof. All suits arising from or concerning this agreement shall be filed in the Superior Court of California of the County of Orange, California, or the United Stated District Court for the Central District of California, and no other place unless otherwise determined in Seller’s sole discretion. Buyer hereby irrevocably consents to the jurisdiction of such court or courts and agrees to appear in any such action upon written notice thereof.