Terms & Conditions

Acceptance of any purchase order, order request, release, forecast, replenishment request, or other request for Goods submitted by Customer is expressly conditioned upon Customer's assent to these Terms and Conditions. These Terms and Conditions exclusively govern every sale of Goods by CleanLife ("CleanLife") to the customer purchasing such Goods ("Customer"), regardless of any additional, inconsistent, or conflicting terms contained in any purchase order, supplier portal, vendor manual, routing guide, invoice, acknowledgment, electronic communication, website, course of dealing, course of performance, usage of trade, or other document issued or maintained by Customer.

CleanLife expressly objects to and rejects all additional or different terms proposed by Customer. No such terms shall become part of any agreement between the parties unless expressly accepted in a separate written agreement signed by an authorized officer of CleanLife. CleanLife's shipment of Goods, commencement of production, acceptance of payment, or other performance shall not constitute acceptance of any conflicting or additional terms proposed by Customer.

Customer's acceptance of delivery of Goods, payment for Goods, request for shipment, direction to begin production, acceptance of any quotation or Sales Order Acknowledgment & Acceptance, or any other conduct recognizing the existence of a contract shall constitute Customer's acceptance of these Terms and Conditions.

1. Terms.

These Terms and Conditions govern the sale of all Goods by CleanLife to Customer. "Goods" means all products, merchandise, materials, components, equipment, custom or made-to-order items, replacement parts, accessories, packaging, and related documentation sold or supplied by CleanLife, together with any related services expressly identified in the applicable Sales Order Acknowledgment & Acceptance. Except as otherwise expressly provided in a written agreement signed by authorized representatives of both parties, these Terms and Conditions apply to every transaction involving the sale of Goods, including quotations, Sales Order Acknowledgment & Acceptance, online orders, wholesale orders, purchase orders, releases, blanket purchase orders, replenishment orders, and future orders.

2. Order of Precedence.

In the event of any conflict among the documents governing a transaction, the following order of precedence shall apply:

any written master agreement or other agreement expressly governing the applicable transaction that has been signed by authorized representatives of both parties;
the applicable CleanLife Sales Order Acknowledgment & Acceptance;
these Terms and Conditions;
any written amendment expressly referencing the applicable transaction and signed by authorized representatives of both parties; and
all Customer purchase orders, supplier manuals, routing guides, vendor portals, invoices, acknowledgments, specifications, forecasts, or other Customer documents, which shall apply only to the extent expressly accepted in writing by an authorized officer of CleanLife.

3. Contract Formation.

Each Sales Order Acknowledgment & Acceptance, quotation, or shipment of Goods issued by CleanLife constitutes an offer to sell Goods solely on these Terms and Conditions. Any acceptance by Customer is expressly limited to these Terms and Conditions. Any additional or different terms proposed by Customer are hereby rejected and shall not become part of the parties' agreement unless expressly accepted in writing by an authorized officer of CleanLife.

4. Payment Terms.

a. Online Orders.

For all online orders, payment in full shall be due at checkout. No order shall be accepted, processed, completed, or considered binding upon CleanLife until payment has been received in full and accepted by CleanLife. CleanLife reserves the right to reject, cancel, or refuse any online order, in whole or in part, prior to shipment, in its sole discretion.

b. Wholesale Orders.

Unless otherwise agreed in a written agreement signed by CleanLife, payment terms shall be net thirty (30) days from the date of invoice and are subject to CleanLife's continuing approval of Customer's creditworthiness. Extension of credit is granted solely in CleanLife's discretion and may be modified, suspended, or withdrawn at any time. CleanLife reserves the right at any time, upon written notice, to require payment in advance, cash on delivery, letters of credit, personal or corporate guarantees, additional security, or other commercially reasonable assurances of payment, and to otherwise modify or revoke Customer's credit terms. If CleanLife reasonably believes that Customer's financial condition or ability to perform has become impaired, or if Customer fails to make any payment when due, CleanLife may demand adequate assurance of due performance pursuant to applicable law, suspend production, suspend shipment, withhold delivery, cancel any undelivered portion of an order, require advance payment, or exercise any other rights available under these Terms and Conditions, the Uniform Commercial Code, or applicable law. Additionally, CleanLife reserves the right to include freight surcharges on any invoices sent to Customer, such freight surcharges are set forth on Exhibit A to these Terms and Conditions. When partial shipments are made, payments therefor shall become due in accordance with the designated terms, upon submission of invoices therefor, without regard to prior or subsequent deliveries. Delay or suspension of any shipment shall not relieve Customer of its obligation to accept and pay for all remaining shipments of Goods. If at the request of Customer, shipment is postponed for more than thirty (30) days, payment will become due thirty (30) days after notice to Customer that Goods are ready for shipment, unless otherwise agreed to by the parties. Customer shall bear all reasonable storage, warehousing, insurance, handling, and related carrying costs incurred by CleanLife after Goods are ready for shipment. Any payments made via credit card will be subject to a 3.8% fee. Customer shall pay interest on all late payments at the lesser of the rate of 2% per month or the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse CleanLife for all reasonable costs incurred in collecting overdue amounts, including attorneys' fees (where recoverable under applicable law), collection agency fees, court costs, expert fees, and all other reasonable expenses incurred in enforcing CleanLife's rights. In addition to all other remedies available under these Terms and Conditions or at law (which CleanLife does not waive by the exercise of any rights hereunder), CleanLife may suspend production, suspend shipment, refuse to accept additional purchase orders, withhold future deliveries, cancel any undelivered portion of an order, or require advance payment before resuming performance if Customer fails to pay any amounts when due hereunder and such failure continues for 10 days. Any future delivery dates of the Goods to Customer shall be adjusted accordingly.

c. Overseas Deliveries.

Except as otherwise agreed to in writing between CleanLife and Customer, to the extent CleanLife extends any type of credit or financing to Customer for Goods sourced from Asia, payment for such Goods shall be paid within 30 days after the Goods are delivered to the applicable shipping port in Asia, regardless as to when the Goods are actually delivered to Customer. This provision shall not apply if at the time of the order, CleanLife has such Goods in its inventory. Notwithstanding anything to the contrary, payment obligations under this Section shall not be conditioned upon Customer's receipt of the Goods in its destination country.

d. No Setoff.

Customer shall make all payments when due without deduction, setoff, recoupment, counterclaim, withholding, or reduction of any kind unless required by applicable law or expressly agreed to in writing by CleanLife.

5. Limited Warranty; Disclaimer of Warranties:

To the extent applicable, certain Goods may be covered solely by the applicable manufacturer's written warranty, if any, and only to the extent such warranty is expressly assigned or otherwise made available to Customer by CleanLife. CleanLife does not independently warrant any Goods unless expressly stated in a separate written warranty signed by an authorized officer of CleanLife. EXCEPT AS EXPRESSLY PROVIDED IN A WRITTEN WARRANTY ISSUED BY CLEANLIFE OR THE APPLICABLE MANUFACTURER, THE GOODS ARE PROVIDED "AS IS," "WHERE IS," AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEANLIFE DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, ACCURACY, COMPLETENESS, AVAILABILITY, SECURITY, OR COMPATIBILITY. No statement, recommendation, sample, demonstration, description, affirmation of fact, course of dealing, course of performance, trade usage, or representation made by any employee, sales representative, distributor, or other representative of CleanLife shall constitute a warranty unless expressly incorporated into a written agreement signed by an authorized officer of CleanLife. Customer acknowledges that it has not relied upon any representation not expressly contained in such written agreement. Nothing contained herein is intended to limit any manufacturer's written warranty that is expressly provided to Customer. Customer's sole warranty rights, if any, shall be those provided directly by the applicable manufacturer or by CleanLife in a separate written warranty signed by an authorized officer of CleanLife.

Customer is solely responsible for determining whether the Goods are suitable for Customer's intended application, use, or installation. Customer acknowledges that it has independently evaluated the suitability of the Goods and has not relied upon any recommendation made by CleanLife except as expressly set forth in a written agreement signed by an authorized officer of CleanLife.

Customer's sole and exclusive remedy for any breach of any applicable warranty shall be limited to the remedies expressly provided in the applicable manufacturer's warranty or any written warranty issued by CleanLife.

6. PPE & UVC and Safety-Related Goods.

To the extent Customer purchases any personal protective equipment ("PPE"), ultraviolet ("UVC") products, sanitization products, filtration products, infection-control products, health-related products, or other Goods intended to promote health, safety, sanitization, or similar purposes (collectively, "Safety-Related Goods"), Customer acknowledges and agrees to the following: Safety-Related Goods are not guaranteed to prevent, eliminate, reduce, diagnose, detect, treat, or cure any disease, virus, bacteria, pathogen, infection, illness, or other medical condition unless expressly stated by the applicable manufacturer in its written product documentation. CleanLife makes no representation or warranty regarding the effectiveness, efficacy, regulatory status, safety, suitability, reliability, accuracy, availability, or fitness of any Safety-Related Goods except as expressly provided in a written warranty issued by CleanLife or the applicable manufacturer. Customer is solely responsible for determining whether any Safety-Related Goods are appropriate for Customer's intended use and for ensuring that such Goods are installed, used, maintained, and disposed of in accordance with all manufacturer instructions and applicable laws. Use of such Goods is at Customer's sole risk except to the extent prohibited by applicable law. Customer shall defend, indemnify, and hold harmless CleanLife and its officers, directors, employees, affiliates, agents, successors, and assigns from and against all third-party claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer's use, resale, distribution, marketing, modification, installation, or misuse of any Safety-Related Goods; (b) Customer's failure to follow manufacturer instructions, warnings, or applicable laws; (c) representations or warranties made by Customer regarding the Safety-Related Goods that exceed those expressly made by CleanLife or the applicable manufacturer; or (d) Customer's negligence, willful misconduct, or violation of applicable law. Customer acknowledges that CleanLife is a distributor of many Safety-Related Goods and does not design, manufacture, test, certify, or independently verify manufacturer claims regarding such Goods unless expressly stated otherwise in writing.

7. Advice and Assistance:

From time to time, CleanLife may, at Customer's request and in its sole discretion, provide technical information, sourcing assistance, engineering support, product recommendations, logistics coordination, supplier introductions, prototype support, testing coordination, product development assistance, or other commercial or technical assistance (collectively, "Support Services"). Any Support Services are provided solely as a commercial accommodation to Customer and shall not create any additional duty, warranty, guarantee, certification, design responsibility, professional obligation, or other liability on the part of CleanLife. Customer remains solely responsible for evaluating the suitability of the Goods for Customer's intended application, verifying all specifications, conducting any necessary testing, obtaining all required approvals, and determining whether the Goods comply with Customer's requirements and applicable laws. Customer acknowledges that it is not relying upon any recommendation, opinion, calculation, estimate, drawing, prototype, sample, specification, engineering support, sourcing recommendation, or other advice provided by CleanLife except to the extent expressly incorporated into a written agreement signed by an authorized officer of CleanLife. To the fullest extent permitted by applicable law, CleanLife shall have no liability arising out of or relating to any Support Services provided to Customer, and Customer assumes all risk associated with any decision made in reliance upon such Support Services. CleanLife shall have no obligation to continue providing any Support Services and may discontinue such Support Services at any time without liability.

8. Pricing and Availability:

All prices, quotations, product availability, lead times, and delivery schedules are subject to change without notice until accepted by CleanLife in a Sales Order Acknowledgment & Acceptance. Unless otherwise expressly stated in writing, quotations are non-binding and may be withdrawn or modified by CleanLife at any time before acceptance. CleanLife reserves the right, in its sole discretion, to refuse, reject, cancel, suspend, or limit any order, in whole or in part, prior to shipment, including where Goods become unavailable, supplier pricing changes, raw material costs increase, tariffs or governmental actions affect pricing or availability, freight costs materially increase, Customer fails to satisfy CleanLife's credit requirements, or other circumstances arise that materially affect CleanLife's ability to perform. If Customer has already paid for Goods that are cancelled by CleanLife prior to shipment, CleanLife's sole obligation shall be to refund the portion of the purchase price actually received for the cancelled Goods. Such refund shall constitute Customer's sole and exclusive remedy with respect to such cancellation. Customer acknowledges that product availability, lead times, manufacturing capacity, and pricing may be affected by supplier constraints, labor shortages, transportation delays, governmental actions, tariffs, force majeure events, or other circumstances beyond CleanLife's reasonable control. CleanLife shall not be liable for any inability to supply Goods resulting from such circumstances. Any pricing based upon estimated quantities, forecasts, anticipated purchasing volumes, or projected demand is contingent upon Customer satisfying such assumptions. CleanLife reserves the right to revise pricing if actual purchasing volumes materially differ from those assumptions.

9. Taxes:

Customer shall be solely responsible for, and shall timely pay, all sales, use, excise, value-added, gross receipts, customs duties, import duties, tariffs, brokerage fees, assessments, governmental charges, and all other taxes or governmental charges of any nature imposed in connection with the purchase, sale, shipment, importation, exportation, delivery, ownership, possession, or use of the Goods, excluding only taxes imposed upon CleanLife's net income. Unless expressly stated otherwise in writing, all prices exclude such taxes, duties, tariffs, fees, and governmental charges, all of which shall be added to Customer's invoice and paid by Customer. Customer shall not deduct or withhold any taxes from amounts due to CleanLife unless required by applicable law. If withholding is required by law, Customer shall promptly provide CleanLife with all documentation necessary for CleanLife to claim any available tax credits or refunds, and the parties shall cooperate in good faith to minimize any required withholding to the extent legally permissible. Customer shall defend, indemnify, and hold harmless CleanLife from and against all claims, liabilities, assessments, interest, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of Customer's failure to pay or properly report any taxes, duties, tariffs, or governmental charges for which Customer is responsible under this Agreement. Customer shall have no right to offset or deduct any taxes, duties, tariffs, or other governmental charges from amounts otherwise payable to CleanLife except as expressly required by applicable law.

10. Indemnification:

Customer shall defend, indemnify, and hold harmless CleanLife, its affiliates, and each of their respective officers, directors, managers, employees, agents, successors, and permitted assigns (collectively, the "CleanLife Indemnified Parties") from and against any and all third-party claims, demands, actions, suits, liabilities, judgments, damages, losses, fines, penalties, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to: (a) Customer's breach of these Terms and Conditions or any agreement governing the sale of the Goods; (b) Customer's failure to follow any specifications, instructions, warnings, recommendations, installation requirements, maintenance procedures, or safety guidance provided by CleanLife or the applicable manufacturer; (c) Customer's failure to comply with any applicable federal, state, local, or foreign law, regulation, ordinance, code, or governmental requirement relating to the purchase, resale, installation, marketing, distribution, or use of the Goods; (d) Customer's negligence, gross negligence, willful misconduct, misuse, improper installation, modification, repair, storage, transportation, marketing, resale, or use of the Goods; (e) any representation, warranty, guarantee, certification, or statement made by Customer concerning the Goods that exceeds or differs from those expressly made by CleanLife or the applicable manufacturer; (f) any claim that the manufacture or supply of Goods in accordance with Customer's designs, specifications, drawings, formulas, instructions, or requirements infringes or misappropriates any intellectual property rights of a third party; (g) Customer's resale, distribution, relabeling, repackaging, or combination of the Goods with other products or materials after delivery by CleanLife; or (h) Customer's violation of any applicable export control laws, economic sanctions laws, customs laws, import regulations, or similar governmental requirements relating to the Goods.

CleanLife shall promptly notify Customer of any claim for which indemnification is sought; provided, however, that any delay in providing such notice shall not relieve Customer of its indemnification obligations except to the extent Customer is materially prejudiced by such delay. Customer shall control the defense of any such claim using counsel reasonably acceptable to CleanLife; provided, however, that Customer shall not settle any claim in a manner that admits liability on the part of any CleanLife Indemnified Party or imposes any monetary or non-monetary obligation upon any CleanLife Indemnified Party without CleanLife's prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. CleanLife may participate in the defense of any such claim with counsel of its own choosing at its own expense.

Notwithstanding the foregoing, Customer shall have no obligation to indemnify any CleanLife Indemnified Party to the extent a final, non-appealable judgment determines that the claim resulted solely from the gross negligence or willful misconduct of such CleanLife Indemnified Party.

The obligations set forth in this Section shall survive the delivery of the Goods, payment, termination, cancellation, or expiration of any transaction or the parties' business relationship.

Terms & Conditions – CLEANLIFE

11. Limitation of Liability:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEANLIFE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SALE OF ANY GOODS OR ANY TRANSACTION BETWEEN CLEANLIFE AND CUSTOMER, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, WARRANTY, INDEMNITY, MISREPRESENTATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO CLEANLIFE FOR THE SPECIFIC GOODS GIVING RISE TO THE CLAIM. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLEANLIFE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, ENHANCED, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITY, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, COST OF SUBSTITUTE GOODS, COST OF RECALLS, LOSS OF PRODUCTION, LOSS OF ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, OR OTHER SIMILAR DAMAGES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER CLEANLIFE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer acknowledges that the limitations of liability set forth in these Terms and Conditions are a material basis of the parties' bargain, that the pricing of the Goods reflects these limitations, and that CleanLife would not have agreed to sell the Goods absent such limitations. The limitations of liability set forth herein shall apply notwithstanding the failure of any limited or exclusive remedy of its essential purpose. Nothing contained in this Section shall limit or exclude liability to the extent such limitation or exclusion is prohibited by applicable law.

12. Proprietary Rights:

As between CleanLife and Customer, CleanLife shall own and retain all right, title, and interest in and to all drawings, specifications, engineering work, sourcing information, supplier relationships, product improvements, quotations, pricing information, prototypes, tooling (unless expressly purchased by Customer pursuant to a separate written agreement), manufacturing processes, know-how, trade secrets, software, documentation, discoveries, inventions, developments, works of authorship, and other intellectual property conceived, created, developed, or reduced to practice by or on behalf of CleanLife, whether developed before or during the parties' relationship (collectively, "CleanLife Intellectual Property"). Except as expressly provided in a written agreement signed by authorized representatives of both parties, Customer acquires no ownership interest in any CleanLife Intellectual Property by virtue of purchasing Goods, receiving Support Services, or otherwise doing business with CleanLife.

Customer shall retain ownership of its trademarks, trade names, logos, product specifications, designs, branding, artwork, and other intellectual property provided to CleanLife solely for purposes of manufacturing or supplying the Goods ("Customer Materials"). Customer grants CleanLife a non-exclusive, royalty-free, worldwide license to use the Customer Materials solely as necessary to source, manufacture, market (to the extent authorized by Customer), and supply the Goods and to perform its obligations under the parties' agreement.

Unless otherwise expressly agreed in writing, all modifications, enhancements, improvements, derivative works, manufacturing improvements, sourcing improvements, process improvements, engineering developments, and other intellectual property created by or on behalf of CleanLife relating to the Goods shall constitute CleanLife Intellectual Property, even if developed while performing work for Customer. All content appearing on CleanLife's websites, catalogs, quotations, product literature, photographs, graphics, videos, software, trademarks, service marks, trade names, logos, copyrights, trade dress, and other proprietary materials are owned by or licensed to CleanLife and may not be copied, reproduced, distributed, modified, displayed, published, transmitted, or otherwise used without CleanLife's prior written consent. Customer acknowledges that CleanLife's supplier relationships, sourcing strategies, manufacturer relationships, pricing information, product sourcing information, vendor contacts, and other confidential business information constitute valuable proprietary assets of CleanLife. Except as expressly agreed in writing by CleanLife, nothing contained in these Terms and Conditions grants Customer any ownership interest in, license to, or right to exploit such proprietary information or business relationships independent of CleanLife. Customer shall not remove, alter, obscure, or modify any trademark, copyright notice, serial number, proprietary marking, or other identification appearing on or accompanying the Goods except with CleanLife's prior written consent.

13. Patents:

Except to the extent expressly provided in a separate written agreement signed by an authorized officer of CleanLife, CleanLife acts solely as a distributor or reseller of many of the Goods and does not manufacture such Goods. Accordingly, CleanLife disclaims any warranty or representation that the Goods do not infringe or misappropriate any patent, trademark, copyright, trade secret, or other intellectual property right of any third party. CleanLife shall have no obligation to defend, indemnify, or hold Customer harmless from or against any claim alleging that any Goods infringe or misappropriate any patent, trademark, copyright, trade secret, or other intellectual property right, except to the extent expressly agreed by CleanLife in a separate written agreement. Notwithstanding the foregoing, if any alleged infringement arises from Goods manufactured or supplied in accordance with Customer's designs, specifications, drawings, formulas, trademarks, branding, artwork, packaging, labeling, instructions, or other materials supplied by or on behalf of Customer, Customer shall defend, indemnify, and hold harmless the CleanLife Indemnified Parties in accordance with Section 10 of these Terms and Conditions.

14. Force Majeure; Delays:

CleanLife shall not be liable for any loss, damage, delay, nonperformance, increased cost, or inability to perform resulting, directly or indirectly, from any event or circumstance beyond its reasonable control, including, without limitation, acts of God; natural disasters; fire; flood; severe weather; earthquakes; epidemics; pandemics; public health emergencies; war; terrorism; civil unrest; insurrection; sabotage; labor disputes; strikes; lockouts; work stoppages; shortages of labor; shortages of raw materials, components, packaging, or Goods; supplier failures or insolvencies; manufacturing interruptions; utility failures; cyberattacks; information technology or telecommunications failures; transportation delays; port congestion; carrier shortages; governmental actions; changes in law; export or import restrictions; sanctions; tariffs; embargoes; customs delays; or any other event beyond CleanLife's reasonable control. For purposes of this Section, the inability of CleanLife's suppliers or manufacturers to timely produce or deliver Goods shall be deemed an event beyond CleanLife's reasonable control, regardless of whether alternative suppliers or manufacturers may be available. Notwithstanding the foregoing, no such event shall excuse, reduce, delay, or otherwise affect Customer's obligation to pay for any Goods previously delivered or Services previously performed. All shipment, delivery, production, and performance dates are estimates only, are not guaranteed, and are subject to change. Time is not of the essence unless expressly agreed in a written agreement signed by an authorized officer of CleanLife. CleanLife shall have no liability arising out of or relating to any delay in shipment, delivery, production, or performance, and Customer hereby waives and releases any claim arising solely from such delay. During any event described in this Section, CleanLife may, without liability and in its sole discretion: (a) delay performance; (b) suspend production or shipment; (c) partially perform; (d) cancel all or any portion of an order that has not yet shipped; (e) substitute substantially equivalent Goods where commercially reasonable; and (f) allocate available inventory, manufacturing capacity, transportation resources, or available Goods among its customers in any manner CleanLife reasonably determines to be appropriate. Cancellation or suspension of any portion of an order pursuant to this Section shall not affect Customer's obligation to accept and pay for any Goods previously delivered, any partially completed performance accepted by Customer, or any remaining portions of an order that CleanLife elects to perform. If any event described in this Section continues for more than ninety (90) consecutive days, CleanLife may terminate the affected order, in whole or in part, without liability upon written notice to Customer. Nothing contained in this Section shall require CleanLife to procure substitute sources of supply, incur commercially unreasonable costs or expenses, or settle any labor dispute in order to avoid or overcome any event described in this Section.

15. Shipping Terms.

Unless otherwise expressly agreed in writing by CleanLife, all shipments of Goods shall be made F.O.B. CleanLife's shipping location (Incoterms® 2020 shall not apply unless expressly agreed in writing). Risk of loss or damage to the Goods shall pass to Customer upon CleanLife's delivery of the Goods to the applicable carrier, regardless of whether CleanLife arranges or pays for transportation. Title to the Goods shall remain with CleanLife until Customer has paid all amounts due with respect to such Goods in full. Until title passes, CleanLife reserves, and Customer hereby grants to CleanLife, a purchase money security interest in the Goods and all proceeds thereof to secure Customer's payment obligations. Customer agrees to execute any documents and take any actions reasonably requested by CleanLife to perfect or protect such security interest. Unless otherwise expressly agreed in writing, CleanLife shall select the carrier and method of shipment in its reasonable discretion. Any shipping dates provided by CleanLife are estimates only and are not guaranteed. CleanLife may make partial shipments of Goods, and each shipment may be separately invoiced and shall be paid by Customer in accordance with these Terms and Conditions. Customer shall inspect the Goods promptly upon receipt and shall notify CleanLife in writing of any alleged shipping damage, shortages, or other shipping discrepancies within five (5) business days after delivery. Failure to provide such written notice within such period shall constitute conclusive evidence that the Goods were received in good condition and in the quantities reflected on the applicable shipping documents, except for latent defects not reasonably discoverable upon inspection. Claims for loss or damage occurring after risk of loss has passed to Customer shall be made directly against the applicable carrier. CleanLife will reasonably cooperate with Customer in connection with such claims, but shall have no liability for any loss or damage occurring after delivery of the Goods to the carrier. If Customer requests that shipment of completed Goods be delayed, or otherwise fails to accept delivery when the Goods are ready for shipment, CleanLife may store the Goods at Customer's sole risk and expense and invoice Customer as though shipment had occurred. Customer shall be responsible for all reasonable storage, handling, insurance, demurrage, and related carrying costs incurred as a result of such delay.

16. Return Policy.

CleanLife will only accept returns of Goods originally purchased directly from CleanLife. Except as otherwise expressly agreed in writing by CleanLife, all returns are subject to this Section and CleanLife's Return Material Authorization ("RMA") procedures. Issuance of an RMA does not constitute an admission that the Goods are defective, nonconforming, or otherwise eligible for return, replacement, repair, or credit. To qualify for return, the Goods must be in new, unused, uninstalled, unmodified, undamaged, and resalable condition, in their original packaging (where applicable), together with all accessories, manuals, and documentation originally provided. Customer bears all risk of loss or damage during return shipment to CleanLife. COD shipments and unauthorized returns will not be accepted under any circumstances. Customer must request an RMA within fourteen (14) calendar days after delivery of the Goods. All authorized returns must be received by CleanLife within thirty (30) calendar days after the RMA is issued. Unless otherwise expressly provided herein, returns of non-defective Goods are subject to a minimum ten percent (10%) restocking fee, together with all applicable shipping, freight, handling, inspection, repackaging, and other reasonable costs incurred by CleanLife in connection with the return.

a. Incorrect Goods.

If CleanLife determines that it shipped Goods materially different from those identified in the applicable Sales Order Acknowledgment & Acceptance, CleanLife will issue an RMA and, upon confirmation that the error was caused by CleanLife, Customer will be entitled to the return of the incorrect Goods for replacement or credit, at CleanLife's election. CleanLife will reimburse Customer for reasonable outbound and inbound freight charges directly resulting from such error. Customer is responsible for inspecting the Goods promptly upon receipt and before installation or use. No replacement or credit will be issued for Goods that have been installed, modified, altered, damaged, or otherwise used.

b. Defective Goods.

Returns of allegedly defective Goods shall be governed by the applicable manufacturer's warranty, if any, and are subject to any additional manufacturer requirements. CleanLife does not independently determine warranty coverage and reserves the right to inspect, test, or submit the Goods to the manufacturer or the manufacturer's representative before determining whether any return, replacement, repair, or credit is appropriate. Customer acknowledges that any replacement, repair, refund, or credit for allegedly defective Goods may be contingent upon the manufacturer's approval. Unless otherwise expressly agreed by CleanLife in writing, any customer credit shall be issued only after CleanLife receives the applicable credit or reimbursement from the manufacturer.

c. Return of Stock Goods.

Upon receipt and inspection of returned stock Goods, and provided such Goods satisfy the requirements of this Section, CleanLife will issue a credit, in an amount determined by CleanLife, equal to the original purchase price less any applicable restocking fees, freight charges, handling charges, inspection costs, repackaging costs, and any other reasonable costs incurred by CleanLife in connection with the return.

d. Return of Special Order (Non-Stock) Goods.

Special-order, non-stock, or customer-specific Goods are generally non-returnable. If CleanLife, in its sole discretion, authorizes the return of such Goods, Customer shall be responsible for all manufacturer charges, cancellation charges, transportation costs, handling costs, inspection costs, restocking fees, and any other costs imposed by the manufacturer or reasonably incurred by CleanLife in connection with the return. Any customer credit shall be issued only after CleanLife receives the applicable credit from the manufacturer.

e. Made-to-order Goods.

All custom, made-to-order, specially manufactured, private-label, customer-branded, or otherwise non-standard Goods are final sale and may not be canceled, modified, or returned once production has commenced, materials have been ordered, or manufacturing capacity has been committed.

f. Additional Conditions.

All requests for return must be made within fourteen (14) calendar days after Customer’s receipt of the Goods.
An RMA must be issued by CleanLife before any Goods are returned. Unauthorized returns may be refused and returned to Customer at Customer's sole expense.
All authorized returns must be received by CleanLife within thirty (30) calendar days after the applicable RMA is issued.
Notwithstanding anything to the contrary, CleanLife reserves the right to deny any return request for Goods that are no longer in production or that are supplied by a manufacturer that (a) is insolvent, (b) has filed for bankruptcy protection, or (c) refuses to accept returns or issue credits to CleanLife.
If a manufacturer imposes additional return conditions, restocking fees, cancellation charges, or other return-related requirements, Customer shall be responsible for all such amounts.
CleanLife reserves the right to reject any returned Goods that do not comply with the requirements of this Section, regardless of whether an RMA was previously issued.
Customer shall not withhold, offset, or delay payment of any invoice because of a pending return request, warranty claim, or dispute relating to returned Goods.
Any credit issued under this Section may, at CleanLife's sole discretion, be applied as a credit to Customer's account in lieu of a cash refund.

17. Cancellation; Default; Remedies.

Except as otherwise expressly provided in these Terms and Conditions or agreed to by CleanLife in a written agreement signed by an authorized officer of CleanLife, Customer may not cancel, terminate, suspend, modify, or reduce any Sales Order Acknowledgment & Acceptance or other agreement for the purchase of Goods without CleanLife's prior written consent. Any attempted cancellation, termination, suspension, modification, or reduction without such consent shall constitute a material breach of these Terms and Conditions.

In addition to all other rights and remedies available under these Terms and Conditions, the Uniform Commercial Code, and applicable law, if Customer breaches these Terms and Conditions, fails to make any payment when due, repudiates any order, wrongfully rejects or refuses to accept conforming Goods, or otherwise defaults under any agreement with CleanLife, CleanLife may, at its option and without limiting any other remedy:

Recover the contract price for all Goods that have been completed, identified to the applicable contract, shipped, or otherwise become payable under applicable law, whether or not such Goods have been delivered to Customer;
Recover all direct and indirect costs reasonably incurred by CleanLife in connection with Goods not yet completed, including costs of labor, materials, components, packaging, engineering, tooling, sourcing, freight commitments, supplier commitments, cancellation charges, storage, handling, and all other costs reasonably allocable to the applicable order, together with a reasonable allowance for overhead and anticipated profit;
Recover a reasonable allowance for anticipated profit with respect to Goods for which production had not yet commenced but for which CleanLife had reserved manufacturing capacity, committed resources, or otherwise reasonably relied upon Customer's order;
Recover all reasonable costs of collection and enforcement, including attorneys' fees (where recoverable under applicable law), court costs, collection agency fees, expert fees, and other reasonable expenses incurred in enforcing CleanLife's rights;
Suspend production, suspend shipment, cancel any unshipped portion of an order, require advance payment or other adequate assurance of performance, revoke previously extended credit terms, or terminate any outstanding Sales Order Acknowledgment & Acceptance or other agreements with Customer; and
Exercise any other rights or remedies available under these Terms and Conditions, the Uniform Commercial Code, or applicable law.

Customer acknowledges that the damages resulting from a cancellation or breach of a Sales Order Acknowledgment & Acceptance may be difficult to determine with precision and that the remedies set forth in this Section are reasonable in light of the nature of CleanLife's business and are intended to compensate CleanLife for losses resulting from Customer's breach.

The rights and remedies provided in this Section are cumulative and in addition to, and not in lieu of, any other rights or remedies available to CleanLife under these Terms and Conditions, the Uniform Commercial Code, or applicable law.

18. Miscellaneous.

a. Entire Agreement.

These Terms and Conditions constitute the entire agreement between CleanLife and Customer relating to the Goods covered hereunder. No modifications shall be binding upon CleanLife unless set forth in a writing signed by CleanLife's duly authorized representative. No waiver by CleanLife of any default or any section hereunder shall be deemed a waiver of any subsequent default or any other section of these Terms and Conditions and in the event of such waiver, these Terms and Conditions shall otherwise remain in full force and effect. Captions used herein shall have no substantive significance.

b. Amendments.

No amendment, modification, waiver, or supplement to these Terms and Conditions shall be effective unless set forth in a written instrument specifically referencing these Terms and Conditions and signed by an authorized representative of CleanLife.

c. No Waiver.

No waiver by CleanLife of any provision of these Terms and Conditions, or of any breach or default by Customer, shall constitute a continuing waiver or a waiver of any other provision, breach, or default. Any waiver shall be effective only with respect to the specific matter for which it is given.

d. Severability.

If any provision of these Terms and Conditions is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid, illegal, or unenforceable provision shall be enforced to the fullest extent permitted by applicable law.

e. Assignment.

Customer may not assign, delegate, or transfer any of its rights or obligations under these Terms and Conditions without the prior written consent of CleanLife. Any attempted assignment in violation of this Section shall be null and void. CleanLife may assign these Terms and Conditions, in whole or in part, without Customer's consent to any affiliate or in connection with a merger, consolidation, sale of assets, or other corporate transaction.

f. Independent Contractors.

Nothing contained in these Terms and Conditions shall be construed to create a partnership, joint venture, agency, fiduciary, employment, or other similar relationship between CleanLife and Customer. Each party is acting as an independent contractor.

g. Successors and Assigns.

These Terms and Conditions shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns.

h. Notices.

Any notice required or permitted under these Terms and Conditions shall be in writing and shall be deemed given when delivered personally, sent by nationally recognized overnight courier, or transmitted by electronic mail with confirmation of transmission, to the addresses designated by the parties or to such other address as either party may designate by written notice.

19. Governing Law; Jurisdiction; Venue.

These Terms and Conditions, the sale of the Goods, and any dispute, claim, or controversy arising out of or relating to these Terms and Conditions, the Goods, or the parties' commercial relationship shall be governed by and construed in accordance with the laws of the State of Ohio, without giving effect to any choice-of-law or conflict-of-law principles that would require the application of the laws of another jurisdiction.

Each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Cuyahoga County, Ohio, for the resolution of any action or proceeding arising out of or relating to these Terms and Conditions, the Goods, or any transaction between the parties. Each party irrevocably waives any objection to venue, including any claim that such forum is inconvenient or improper.