Terms and Conditions

Trade Supply TERMS AND CONDITIONS

These Trade Supply Terms and Conditions (these “Terms”) govern the sale by Priddy Chimney Sweeps, LLC dba Priddy Chimney Solutions (“Priddy”) of equipment, parts, materials, supplies, and other goods (collectively, the “Trade Products”) to merchant customers (“Customer”) under any written statement issued by Priddy identifying the Trade Products, quantity, price, pickup window, and other terms and conditions offered by Priddy for sale to Customer (each, an “Estimate”) that incorporates these Terms by reference. Each contract for the sale of Trade Products to a Merchant formed by an accepted Estimate is a “Supply Order,” and any written amendment to an Estimate executed by Customer and Priddy is a “Change Order.” These Terms, together with the applicable Estimate and any Change Orders, constitute the entire contract between Priddy and Customer for each Supply Order (collectively, the “Contract”). This Contract supersedes all prior proposals, negotiations, and representations between the parties relating to its subject matter. In the event of any conflict between these Terms and any other Customer terms, including any purchase order, acknowledgment, invoice, or similar document delivered by Customer, these Terms shall govern. No additional, different, or supplemental terms proposed by Customer in any form shall apply unless expressly accepted in writing and signed by an authorized officer of Priddy. No modification to this Contract shall be effective unless set forth in writing and signed by both parties or made in accordance with Section 22 below.

These Terms apply solely to Customers that are Merchants within the meaning of § 2-104 of Maryland’s Commercial Law Article. Priddy does not sell to consumers under these Terms; consumer home-improvement Products and Services shall be governed by Priddy’s separate Standard Terms and Conditions.

1. Scope of Terms; Merchant Status

These Terms govern the sale of Trade Products by Priddy and shall be deemed incorporated by reference in each Estimate. By submitting a Supply Order, electronically approving a Estimate, or accepting tender of any Trade Products, Customer (a) accepts and agrees to be bound by these Terms; (b) represents and warrants that it is acquiring the Trade Products for resale, installation, or other use in the regular course of its trade or business and not for personal, family, or household purposes; (c) represents and warrants that the individual placing the Supply Order is duly authorized to bind Customer to this Contract; and (d) acknowledges that Priddy has relied on each of the foregoing representations as a material inducement to selling the Trade Products at the prices and on the terms set forth in the Estimate. Any breach of the representations and warranties in this Section shall constitute a material breach of the Contract and shall entitle Priddy to all remedies available at law or in equity, including the remedies set forth in Section 15 below.

These Terms shall be effective as of the date stated in the earliest accepted Estimate or, if no such date is stated, the date upon which Customer is deemed to have accepted the Estimate (the “Effective Date”). All proposals, negotiations, and representations made by Priddy prior to the Effective Date or with reference hereto are superseded by these Terms. Provisions of these Terms which by their nature should apply beyond their terms—including, without limitation, Sections 3 (Payment; Title; Security Interest), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 17 (Governing Law), and 18 (Dispute Resolution; Mutual Arbitration)—shall remain in force after any termination or expiration of the Contract.

2. Estimates; Acceptance; Electronic Execution and Electronic Records

Each Estimate is an offer by Priddy to sell on the terms stated therein and these Terms, and shall remain open for acceptance during the period stated in the Estimate or, if none is stated, for fourteen (14) days from the date of issuance, after which Priddy may withdraw or modify the Estimate in its sole discretion. Customer accepts a Estimate, and forms a binding Contract, by the earliest to occur of: (a) electronic approval via Priddy’s quoting platform; (b) signed acknowledgment of the Estimate; (c) submission of a purchase order or Supply Order referencing the Estimate; or (d) accepting tender of the Trade Products at Priddy’s warehouse.

The Contract may be executed and accepted electronically, and Customer’s electronic approval shall constitute Customer’s signature and assent. Electronic records maintained by Priddy in the ordinary course of business shall be admissible in any judicial, arbitral, or administrative proceeding to establish the formation, terms, and version of the Contract in effect at the time of acceptance. The parties intend that this Section satisfy the requirements of the Maryland Uniform Electronic Transactions Act, Md. Code Ann., Com. Law §§ 21-101 et seq., and the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. §§ 7001 et seq..

3. Payment; Title; Security Interest

Customer shall pay Priddy the amounts set forth in the Estimate for the Trade Products purchased, including all applicable taxes. Unless otherwise specified in the Estimate, all payments are due in full at or prior to pickup, without set-off, deduction, or counterclaim of any kind. For Customers approved by Priddy in writing for credit terms, payment is due net thirty (30) days from the invoice date. Upon acceptance of the Estimate, Customer agrees to provide Priddy with credit card or bank account information (the “Customer Payment Information”) that Priddy will keep on file. Priddy is authorized to charge any outstanding balances via the Customer Payment Information at the time of tender for pickup or, for Customers on approved credit terms, upon expiration of the applicable payment period.

Customer shall pay interest on all late payments at the lesser of 1.5% per month or the highest rate permitted by applicable law, calculated daily and compounded monthly. A $35.00 fee will be charged for each returned check or failed electronic payment. Customer shall reimburse Priddy for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys’ fees and court costs.

To the maximum extent permitted by law, title to the Trade Products shall remain with Priddy until Customer has paid all amounts due under the applicable Supply Order in full. Customer hereby grants Priddy a continuing purchase-money security interest in the Trade Products and all proceeds thereof to secure payment of all amounts owed by Customer to Priddy under each and every Supply Order. Customer authorizes Priddy to file UCC-1 financing statements (and any continuations or amendments thereto) describing the Trade Products and proceeds as collateral, in such jurisdictions as Priddy deems necessary to perfect its security interest, and Customer agrees to promptly execute and deliver any further documents and to take any further actions Priddy may reasonably request to perfect, maintain, or enforce the security interest. Until full payment, Customer shall not sell, transfer, encumber, or remove the Trade Products from Customer’s place of business other than in the ordinary course of Customer’s business. Upon Customer’s default, Priddy may, in addition to any other remedy available at law or in equity, exercise all rights of a secured party under Title 9 of Maryland’s Commercial Law Article, including the right to repossess the Trade Products without judicial process where such repossession can be accomplished without breach of the peace.

4. Taxes

Customer shall be responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder. If Customer claims an exemption from any such tax, Customer shall provide Priddy with a valid exemption certificate at or prior to pickup. Customer shall indemnify Priddy for any taxes, penalties, and interest assessed against Priddy by reason of Customer’s failure to timely furnish a valid exemption certificate or by reason of any subsequent disallowance of any such certificate.

5. Compliance with Laws; Customer Use

Customer shall be responsible for ensuring that the Trade Products are stored, transported, used, installed, resold, and otherwise handled in compliance with all applicable federal, state, and local laws, codes, regulations, ordinances, and industry standards, including, without limitation, building codes, fire codes, manufacturer installation specifications, environmental requirements, and any licensing or permit obligations imposed on Customer or Customer’s downstream customers or end users. Priddy makes no representation regarding the suitability of the Trade Products for any particular installation, application, jurisdiction, or end user, and Customer assumes all risk and responsibility for such determinations. Priddy is not a party to any contract between Customer and Customer’s downstream customers, and Customer shall not represent otherwise to any third party.

6. Change Orders

Any change in a Estimate or in the assumptions on which the Estimate is based, including, without limitation, changes in quantity, configuration, specifications, pickup date, or applicable lead time, shall require a Change Order signed by both parties. Each Change Order shall detail the requested changes to the Trade Products, price, pickup date, and any other affected matter. Both parties agree to act in good faith and promptly when considering a Change Order requested by the other party. Priddy reserves the right to adjust pricing, lead time, or other terms of the affected Estimate where Customer-requested changes materially affect Priddy’s cost or scheduling.

7. Estimate Dates; Lead Times

Priddy shall use commercially reasonable efforts to meet any pickup date or lead time specified in the Estimate, and any such dates shall be estimates only. Priddy shall not be liable for any delay in tendering the Trade Products that is caused by manufacturer back-order, shipping or supply-chain disruption, or any other cause beyond Priddy’s reasonable control. The pickup date specified in the Estimate (as the same may be adjusted by written notice from Priddy or by Change Order) controls. Customer shall not be entitled to rely on any earlier date discussed informally between the parties.

8. Substitutions

Should Priddy be unable to obtain any Trade Product specified in the Estimate on commercially reasonable terms, Priddy shall promptly notify Customer in writing and may propose comparable substitute Trade Products. Substitutions shall require Customer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. Unless the parties expressly agree otherwise in writing, no substitution shall increase the price set forth in the Estimate, and any cost savings realized by Priddy as a result of the substitution shall be passed through to Customer.

9. Pickup; Storage

Trade Products shall be tendered to Customer at Priddy’s warehouse located at 12200 Kiln Court, Suite B, Beltsville, Maryland, 20705 for pickup. Priddy does not offer or provide shipping, freight, or delivery services under these Terms. Priddy will notify Customer in writing or via email when the Trade Products are available for pickup. Pickup shall occur during Priddy’s normal business hours of Monday through Friday, 8:00 a.m. to 4:00 p.m. (excluding Priddy-observed holidays), upon not less than one (1) business day’s prior notice from Customer.

Customer shall take pickup of the Trade Products within ten (10) business days after Priddy’s notice of availability. If Customer fails to take pickup within that period, Priddy may, in its sole discretion, do any one or more of the following: (a) charge a storage fee of $100.00 per day, payable in advance of release of the Trade Products; (b) deem Customer to have accepted the Trade Products and invoice Customer for the full purchase price; (c) cancel the Supply Order and retain any deposit as liquidated damages (the parties agreeing that actual damages from Customer’s pickup default would be difficult to ascertain and that the deposit represents a reasonable estimate thereof); or (d) re-sell the Trade Products to a third party in a commercially reasonable manner, in which case Customer shall remain liable for any deficiency between the contract price and the resale price, plus all costs of resale and storage.

Customer shall be solely responsible for ensuring that Customer uses an appropriate vehicle and equipment to safely load, transport, and secure the Trade Products. Priddy’s employees are not obligated to assist in loading or securing any Trade Products, and any assistance provided by Priddy’s employees shall be deemed a courtesy only, performed at Customer’s sole risk. Priddy shall have no liability for any damage, loss, or injury arising out of or related to the loading, securing, or transportation of the Trade Products once tendered.

10. Risk of Loss; Inspection and Acceptance

Risk of loss in and to the Trade Products shall pass to Customer upon Priddy’s tender of the Trade Products at Priddy’s warehouse—that is, when the Trade Products are made available for pickup as set forth in Section 9 above—regardless of whether Customer takes physical possession at that time.

Upon arrival for pickup, Customer shall inspect all Trade Products for quantity, type, and condition prior to removal from Priddy’s warehouse. Customer shall note any damage, shortage, or nonconformity on Priddy’s pickup documentation, which shall be executed by an authorized representative of Customer acknowledging receipt. Removal of the Trade Products from Priddy’s warehouse shall constitute Customer’s acceptance of the Trade Products in good and conforming condition and waiver of any claim for damage, shortage, or nonconformity not noted on the pickup documentation. Latent defects not reasonably discoverable upon inspection at pickup must be reported to Priddy in writing, with reasonable particularity, within seven (7) days of Customer’s discovery thereof and in any event within thirty (30) days of pickup; failure to so report shall constitute waiver of any claim with respect to such latent defects.

11. Returns, Refunds, and Exchanges

All requests for refunds, returns, or exchanges of Trade Products must be submitted in writing to Priddy within thirty (30) days of pickup and must include a detailed explanation of the reason for the request. Priddy may approve or deny any such request in its sole discretion. To be eligible for return, the Trade Products must be (a) in their original, unopened, undamaged packaging; (b) unused and in resalable condition; and (c) accompanied by Priddy’s original pickup documentation. Special-order, custom-built, custom-fabricated, and non-stock Trade Products are not eligible for return, refund, or exchange under any circumstances.

In the extraordinary event that Priddy, in its sole discretion, approves a return of a Trade Product, the return shall be subject to a restocking fee of twenty percent (20%) of the original purchase price, which Priddy may deduct from any refund or credit. All freight, shipping, handling, and storage charges are nonrefundable. Any approval of a refund, return, or exchange by Priddy shall not establish a course of performance or course of dealing and shall not obligate Priddy to approve any future request.

12. Disclaimer of Warranties; AS IS Sale

EXCEPT AS EXPRESSLY SET FORTH IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED OFFICER OF PRIDDY, ALL TRADE PRODUCTS—INCLUDING, WITHOUT LIMITATION, ALL THIRD-PARTY-MANUFACTURED TRADE PRODUCTS—ARE SOLD “AS IS,” “WHERE IS,” AND “WITH ALL FAULTS,” AND WITHOUT INSTALLATION, TECHNICAL, OR WARRANTY SUPPORT FROM PRIDDY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PRIDDY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED—INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE—AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

Customer acknowledges and agrees that Customer (i) has had the opportunity to inspect or test the Trade Products prior to acceptance and (ii) is not relying on any statement, representation, or warranty of Priddy not expressly set forth in the Contract. No employee, agent, or representative of Priddy has authority to make any warranty other than as expressly set forth in the Contract, and any sample, model, demonstration unit, technical literature, drawing, or specification furnished to Customer is for general descriptive purposes only and shall not be deemed to create any warranty, affirmation of fact, or description of the goods within the meaning of § 2-313 of Maryland’s Commercial Law Article.

Customer acknowledges and agrees that Priddy resells many third-party products and is not the manufacturer of such third-party Trade Products (each a “Manufacturer”). To the extent assignable, Priddy will pass through to Customer the warranty (if any) provided by the Manufacturer of the Trade Products; provided, however, that Priddy does not represent, warrant, or guarantee that any Manufacturer’s warranty is transferable to Customer, that the Manufacturer will honor any such warranty, or that any such warranty extends to Customer’s resale, installation, or downstream use of the Trade Products. Upon written request, Priddy will provide Customer with relevant Manufacturer warranty information then in Priddy’s possession.

13. Limitation of Liability

EXCEPT FOR (A) CUSTOMER’S PAYMENT OBLIGATIONS UNDER THE CONTRACT, (B) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 14, (C) EITHER PARTY’S LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, (D) PERSONAL INJURY OR DEATH CAUSED BY A PARTY’S NEGLIGENCE OR INTENTIONAL ACT, AND (E) STATUTORILY NON-WAIVABLE LIABILITIES, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, PROFIT, DATA, OR GOODWILL, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES—WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY—REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

EXCEPT FOR THE EXCLUSIONS LISTED IN THE PRECEDING PARAGRAPH, IN NO EVENT SHALL PRIDDY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT—WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY—EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO PRIDDY UNDER THE APPLICABLE SUPPLY ORDER(S) IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE A MATERIAL INDUCEMENT FOR PRIDDY TO ENTER INTO THE CONTRACT AT THE PRICES SET FORTH IN THE ESTIMATE AND THAT, ABSENT SUCH LIMITATIONS, PRIDDY WOULD NOT HAVE ENTERED INTO THE CONTRACT ON THE TERMS SET FORTH HEREIN.

14. Indemnification

Customer shall indemnify, defend, and hold harmless Priddy and its respective managers, members, officers, directors, employees, agents, sureties, subcontractors, suppliers, and affiliates (collectively, “Priddy Indemnitees”) from and against any and all losses, costs, expenses, damages, injuries, claims, demands, obligations, liabilities, judgments, fines, penalties, interest, and causes of action—including, without limitation, reasonable attorneys’ fees and court costs—arising out of or related to: (a) Customer’s breach of any representation, warranty, covenant, or obligation under the Contract, including, without limitation, Customer’s Merchant-status representations under Section 1; (b) Customer’s storage, transportation, installation, resale, repackaging, modification, or other use of the Trade Products, including any claim by a downstream customer, end user, or other third party arising out of or related to such storage, transportation, installation, resale, modification, or use; (c) any injury or death to any person, or damage to or destruction of any property (including loss of use thereof), except to the extent caused by the sole negligence or intentional misconduct of Priddy; (d) Customer’s failure to comply with any applicable law, code, regulation, or industry standard (including, without limitation, building codes, fire codes, environmental requirements, or licensing or permit requirements applicable to Customer’s downstream installation or resale of the Trade Products); (e) Customer’s failure to obtain, maintain, or honor a valid resale or other tax-exemption certificate; and (f) any third-party claim that the Trade Products, as installed, modified, combined, or otherwise used by Customer or by Customer’s downstream customers or end users, infringe or misappropriate any patent, copyright, trademark, trade-secret, or other intellectual property right (other than a claim that the Trade Products, in the form supplied by Priddy and used in accordance with Priddy’s documentation, infringe such rights).

Priddy shall provide Customer with prompt written notice of any claim subject to indemnification hereunder and shall reasonably cooperate with Customer in the defense thereof at Customer’s expense. Customer shall control the defense and any settlement; provided, however, that Customer shall not, without Priddy’s prior written consent, enter into any settlement that imposes any liability or obligation on any Priddy Indemnitee, requires any admission of wrongdoing on the part of any Priddy Indemnitee, or fails to include a full release of the Priddy Indemnitees.

15. Suspension; Termination; Remedies

If Customer fails to perform any of Customer’s obligations under the Contract—including, without limitation, any failure to make timely payment, take timely pickup, or comply with the Merchant-status representations in Section 1—or if Priddy in good faith believes that the prospect of Customer’s payment or performance is impaired, Priddy may, upon seven (7) days’ prior written notice to Customer (or immediately, in the case of any payment default), do any one or more of the following: (a) suspend its performance under the Contract; (b) terminate the Contract in whole or in part; (c) cancel any pending or unfilled Supply Order; (d) accelerate the maturity of any unpaid balance under any Supply Order; (e) reclaim, repossess, or stop tender of any Trade Products in Priddy’s possession or in transit, in accordance with Priddy’s rights under §§ 2-702, 2-703, 2-705, and 2-706 of Maryland’s Commercial Law Article and Title 9 of Maryland’s Commercial Law Article; (f) require cash-in-advance payment as a condition of any further sale to Customer; and (g) pursue any other remedy available at law or in equity, including, without limitation, the right to recover the full price of any and all Trade Products supplied plus reasonable overhead and profit, interest, and other charges due and unpaid. The remedies set forth in this Section are cumulative and are in addition to all other rights and remedies available to Priddy at law, in equity, or under the Contract. Priddy’s exercise of any right or remedy shall not constitute a waiver of any other right or remedy.

16. Force Majeure

Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted or breached the Contract, for any failure or delay in fulfilling or performing any term of the Contract (other than a payment obligation) when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of such party, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication or power outage. The party affected by a force majeure event shall provide prompt written notice to the other party and shall use commercially reasonable efforts to mitigate the effects of such event. If a force majeure event continues for more than sixty (60) consecutive days, either party may terminate the affected Supply Order upon written notice without liability to the other party; provided that Customer shall remain liable for the price of any Trade Products already tendered.

17. Governing Law

The Contract shall be governed by and construed in accordance with the laws of the State of Maryland, without regard to any conflict-of-law principles that would result in the application of the laws of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to the Contract.

18. Dispute Resolution; Mutual Arbitration

Customer agrees to notify Priddy of all complaints in writing within seven (7) days of pickup, and to allow Priddy to inspect the Trade Products at Customer’s location during normal business hours. Customer’s failure to notify Priddy of a complaint within such period will be deemed a waiver of such complaint by Customer.

Subject to the carve-outs in the next paragraph, the parties agree that any controversy or claim arising out of or relating to the Contract, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, and judgment on the award rendered by the arbitrator(s) may be entered in any court of competent jurisdiction. The arbitration shall be held in Howard County, Maryland (or such other location in Maryland as the parties may agree in writing), before a single arbitrator unless the parties agree otherwise in writing. The arbitrator shall have authority to award any remedy available in a court of competent jurisdiction, subject to the Limitation of Liability set forth in Section 13. Each party shall bear its own attorneys’ fees and costs unless the arbitrator awards fees and costs to the prevailing party as permitted by the Contract or applicable law. The filing fee shall be advanced in accordance with the AAA’s Commercial Arbitration Administrative Fee Schedule and shall be subject to final allocation by the arbitrator in the award.

Notwithstanding the foregoing, either party may bring an action in a court of competent jurisdiction (without first proceeding to arbitration) for: (a) any action to perfect, maintain, or enforce a mechanic’s lien or any security interest under Title 9 of Maryland’s Commercial Law Article (including, without limitation, any action for replevin, repossession, or injunctive relief in aid of such security interest); (b) any action to collect an undisputed, liquidated, or sum-certain amount due and owing under any Supply Order; and (c) any action seeking temporary, preliminary, or other emergency injunctive relief pending the outcome of arbitration. Each party irrevocably consents to the jurisdiction of the state and federal courts located in Howard County, Maryland (or, if no Howard County court has subject-matter jurisdiction, the courts located in Baltimore, Maryland) for purposes of any action permitted to be brought in court under this Section.

19. Notices

All notices, requests, consents, and other communications under the Contract shall be in writing and shall be deemed given (a) when delivered by hand (with written confirmation of receipt); (b) on the next business day after deposit with a nationally recognized overnight courier, freight prepaid; (c) on the third business day after deposit in the U.S. mail, certified or registered, return receipt requested, postage prepaid; or (d) upon transmission, if sent by email to the address designated by the recipient in the Estimate or otherwise in writing (with confirmation of transmission). Notices to Priddy shall be sent to:

Priddy Chimney Solutions

12200 Kiln Court, Suite B, Beltsville, Maryland 20705

Attn: Owner

Email: AskASweep@PriddyChimney.com

Notices to Customer shall be sent to the address and email designated by Customer in the Supply Order or in Customer’s account profile maintained with Priddy.

20. Severability

If any provision of the Contract is adjudged to be invalid, illegal, void, unenforceable, or contrary to public policy, only such invalid or unenforceable portion shall be stricken or, to the maximum extent permitted by law, modified to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

21. Assignment and Subcontracting

Customer shall not assign or transfer the Contract, or any right or obligation under the Contract, without the prior written consent of Priddy. Any purported assignment or transfer in violation of this Section shall be null and void ab initio. Priddy may assign, delegate, or subcontract the Contract or performance of all or any portion of its obligations under the Contract to one or more third parties, including, without limitation, any of its affiliates, without Customer’s consent. The Contract shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

22. Modification of Terms

Priddy may modify these Terms from time to time as determined by Priddy in its sole discretion. The then-current version of these Terms shall be made publicly available at https://priddychimney.com/terms-conditions/ . Any modification shall take effect thirty (30) days after the earlier to occur of (a) Priddy’s written notice to Customer of the modification (which notice may be delivered by email to the address on file for Customer), and (b) Priddy’s posting of the modified Terms at the website URL identified above with a conspicuous notice of the change. Modifications to these Terms shall not apply retroactively to Supply Orders accepted by Priddy prior to the effective date of the modification; provided, however, that upon Customer’s submission of any Supply Order on or after the effective date of any modification, Customer shall be bound by the then-current version of these Terms with respect to such subsequent Supply Order. Customer’s continued ordering of Trade Products from Priddy on or after the effective date of any modification shall constitute Customer’s acceptance of the modified Terms.

23. Entire Agreement

The Contract, including these Terms, the Estimate, and any Change Orders, constitutes the complete and exclusive statement of the agreement between the parties with respect to the subject matter hereof and supersedes all proposals, prior agreements, and representations, whether oral or written, and all communications between the parties relating to the subject matter hereof. The parties expressly disclaim reliance on any statement, representation, or promise not expressly set forth in the Contract.

24. No Other Promises

No representative of Priddy has authority to make any representation, guarantee, warranty, agreement, or other promise other than as is expressly set forth in the Contract, and the Contract shall not be varied by any agreement or representation other than an instrument in writing executed by an authorized officer of Priddy and Customer (or made in accordance with Section 22).

25. Independent Contractors

The relationship between the parties is that of independent contractors. Nothing contained in the Contract shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

26. No Third-Party Beneficiaries

The Contract is for the sole benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms.

27. Counterparts; Electronic Signatures

The Contract may be executed in any number of counterparts (including by electronic signature, electronic acceptance via Priddy’s quoting platform, or PDF transmission), each of which shall be deemed an original and all of which together shall constitute one and the same instrument. The parties’ electronic signatures (including click-through acceptance) shall have the same force and effect as ink signatures.