1 - PAYMENT TERMS  Provided the Client fails to make the required payment within the agreed terms, a late payment administrative fee of one hundred dollars ($100), at Ginast’s discretion, will be assessed on each invoice that is not paid within these terms.  Additionally, Ginast reserves the right to charge 18% per annum (1.5% monthly) on any unpaid invoices over 10 days until such invoices are paid in full.  Client agrees to pay Ginast , to the extent permitted by applicable law, all costs and expenses, including reasonable attorney’s fees, incurred by Ginast in connection with any collection activities or actions to collect unpaid invoices under this Agreement. Client shall remit payment of invoices to:

2 - INSTALLATION & MAINTENANCE -  Buyer will be responsible for the entire installation process of all equipment mentioned  herein . The buyer warrants that the installation process will be done by industry standard guidelines under professional supervision.  Seller will be only  responsible for providing basic installation instructions via email noted that the buyer retains full responsibility of all direct and indirect costs that may be incurred during the process. All expenses regarding but not limited to proper and Improper installation and maintenance are the full responsibility of the buyer.  Maintenance is required as follows: Weekly inspection, visually check the general condition of the equipment, ensuring that there are no breaks or imperfections. Monthly inspection, check that the joints have a uniform movement, ensure structural stability and check the state of all screws, nuts and their protections, and tighten if necessary. Lastly, verify the absence of corrosion in the metallic parts and ruptures in the concrete bases.

3 - INSURANCE - Each party shall, at its own expense, carry and maintain during the performance of the services under this agreement.

4 - LIMITED WARRANTY, DISCLAIMERS, LIMITATION ON WARRANTIES AND REMEDIES. Seller warrants that all Products delivered to Buyer hereunder shall be free from any defects in material or workmanship and in conformity with Buyer’s written specifications after delivery. Buyer shall inspect Products within a reasonable time (not to exceed 10 days) after receipt, and shall promptly notify Seller of any claimed defect or nonconformity.  Where the nature, quantity or packaging of Products makes immediate inspection impracticable, neither acceptance nor payment for Products shall waive the right of inspection or the right to return defective or nonconforming Products.  Upon receipt of written notice by Buyer and as an exclusive remedy, Seller shall  replace, at Seller’s discretion, any defective or non-conforming Products and the direct and necessary cost of such correction, installation or replacement shall be borne by the buyer. Any product defect should be handled with care and closed off for public use. The manufacturer warranty is set for 24 months upon signing this agreement.  Correction shall be made or replacement products shall be delivered by Seller within a reasonable timeline, unless prevented by conditions not subject to Seller’s control. The manufacturer warranty is limited to one (1) replacement during the term.  This warranty will not be applicable in the event of the improper selection, installation, force majeure, misapplication or misuse of the Product by Buyer and any liability from such events is disclaimed by Seller or its end-user. The seller will either replace it with the same product or provide a refund of the total paid purchase price without the non-refundable delivery and labor costs of $4,000. 

THE FOREGOING WARRANTIES ARE IN PLACE OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED AND SELLER EXPRESSLY DISCLAIMS ANY OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

5 - LIMITATION OF LIABILITY.  Client understands that there’s injury risk in using outdoor equipment and In no event will either party be liable for any special, indirect, direct, incidental, consequential or exemplary damages in connection with or arising out of this agreement, whether based on tort or breach of contract or other basis, even if it has been advised of the possibility of such damages. 

6 - INDEMNIFICATION.   Purchaser agrees to hold harmless, defend and indemnify Ginast and subsidiaries, its  officers, directors, employees, agents and representatives from and against any claims, damages, injuries actions, penalties fines or liabilities, including without limitation reasonable attorney’s fees and costs, that arise out of or are in connection with any acts or omissions of Purchaser, its employees, agents or subcontractors in connection with this Agreement.  Ginast agrees to hold harmless, defend and indemnify Purchaser and subsidiaries, its officers, directors, employees, agents and representatives from and against any claims, damages, injuries actions, penalties fines or liabilities, including without limitation reasonable attorney’s fees and costs, that arise out of or are in connection with any acts or omissions of Ginast , its employees, agents or subcontractors in connection with this Agreement.

7 - FORCE MAJEURE.  Any delays or failures to deliver any items or shipments, if occasioned by fire, explosion, flood, earthquake, war, riots, insurrection, civil disturbance, accident, storm, interruption or delay in transportation, shortages or strikes due to labor disputes, inability to obtain materials or supplies, acts of government, or any act of God, or any other causes of like kind which are beyond the control of Ginast shall not subject Ginast to any liability to Purchaser. 

8 - CONFIDENTIALITY.  All Information disclosed under this Agreement shall be and remain the property of the disclosing Party and nothing contained in this Agreement shall be construed as granting or conferring any rights to such Confidential Information on the other Party.  The Recipient shall honor any request from the disclosing Party to promptly return or destroy all copies of Confidential Information disclosed under this Agreement and all notes related to such Confidential Information. RECEIVER shall not use the Information for any purpose other than those set forth in the preceding clauses of this instrument. During the term of this Agreement and for a period of five (5) years after the expiration or termination of this Agreement.

9 - DISPUTE RESOLUTION. The parties shall exercise their best efforts to resolve by negotiation any and all disputes, controversies or differences arising out of or relating to this Agreement.  All disputes, controversies or differences between the parties that are not settled by negotiation shall be decided in accordance with the Commercial Rules of the American Arbitration Association and judgment will be entered on the award.  The arbitrator will be bound by the express terms of this Agreement.  The site of arbitration will be a mutually agreeable location in Florida and the arbitrator(s) will be bound by the applicable law of the State of Florida.

10 - INDEPENDENT CONTRACTOR.  Client and Ginast will be independent contractors in connection with the performance of work and activities under this Agreement. Client will have no right or authority to bind Ginast to any obligations or responsibilities other than those expressly set forth in section 2 (“SCOPE OF THE AGREEMENT”).

11 - COMPLIANCE WITH LAW.  Both parties shall comply with all applicable federal, state and local laws and regulations applicable to its services, rights and obligations under this Agreement.  Any fines or penalties resulting from the breach of such law or regulations will be the breaching party’s sole responsibility. 

12 - ENTIRE AGREEMENT - This Agreement constitutes the entire agreement between the parties and there are no verbal or collateral understandings, agreements, representations other than as expressly set forth therein.