Frigid Coolers LLC                                                                                                                                                                                                                                                                                                                                        Terms and Conditions of Sale                                                                                                                                                                                                                                                                                                                                     

1. Quotations
  All quotations issued by Frigid Coolers LLC are valid for thirty (30) calendar days from the date of issuance, unless a different expiration date is expressly stated in writing. While Frigid Coolers LLC makes every reasonable effort to ensure the accuracy of its quotations, all descriptions, specifications, and pricing are subject to   correction of clerical, typographical, or computational errors. A quotation does not constitute an offer to sell and may be withdrawn or modified by Frigid Coolers LLC at any time prior to acceptance.

  2. Acceptance of Orders
  All orders arising from a Frigid Coolers LLC quotation are subject to written acceptance by Frigid Coolers LLC. No production, procurement, or fulfillment work shall commence until (a) the applicable Sales Agreement has been fully completed, signed, and dated by the Purchaser; and (b) any required approval drawings have been signed, dated,   and returned to Frigid Coolers LLC. For orders consisting solely of refrigeration equipment and/or freestanding commercial refrigerated equipment, full payment is required prior to order processing and shipment.

  3. Payment Terms
  Payment shall be made in accordance with the terms specified in the applicable Sales Agreement or invoice. Any delay in payment not authorized in writing by Frigid Coolers LLC shall constitute a breach of contract. In such event, Frigid Coolers LLC reserves the right to (a) suspend or cancel any pending orders or shipments without liability;   (b) require payment in advance for any future orders; and (c) pursue all remedies available by law, including recovery of all outstanding balances, reasonable attorneys' fees, court costs, and collection agency expenses.

  4. Taxes
  All prices quoted by Frigid Coolers LLC are exclusive of sales tax, use tax, and any other applicable federal, state, or local taxes. The Purchaser is solely responsible for the payment of all such taxes unless a valid, current tax exemption certificate is provided to Frigid Coolers LLC prior to invoicing. Frigid Coolers LLC reserves the   right to invoice for any applicable taxes if a valid exemption certificate is not on file at the time of sale.

  5. Changes to Orders
  Any changes requested by the Purchaser after production has commenced must be submitted in writing, signed, and dated. All change requests are subject to review and approval by Frigid Coolers LLC. The Purchaser agrees to pay any and all additional costs resulting from approved changes, including but not limited to material costs, labor, re-engineering, and schedule adjustments. Frigid Coolers LLC reserves the right to adjust delivery timelines as a result of any approved change.

  6. Delivery and Lead Times
  All delivery and shipping dates provided by Frigid Coolers LLC are estimates only and are not guaranteed. Frigid Coolers LLC shall not be liable for any damages, losses, or expenses resulting from delays in delivery, regardless of cause. Frigid Coolers LLC will make reasonable efforts to communicate anticipated delays to the Purchaser in a   timely manner.

  7. Storage
  If the Purchaser requests that a completed or in-progress order be placed on hold, or if a scheduled shipment is delayed at the Purchaser's request or due to the Purchaser's failure to accept delivery, storage and handling charges of three percent (3%) of the total invoice amount shall apply for each week or partial week the order remains in   storage. Storage charges begin on the date the order was scheduled to ship or the date the hold request is received, whichever is earlier.

  8. Shipping and Delivery Services
  The Purchaser is responsible for all ancillary shipping service charges incurred by Frigid Coolers LLC, including but not limited to lift gate service, residential delivery, inside delivery, limited access delivery, re-delivery, and re-consignment or re-routing of shipments, unless such charges are expressly included in the quotation or  approved in writing by Frigid Coolers LLC prior to shipment.

  9. Cancellation
  No order may be canceled without prior written approval from Frigid Coolers LLC. Approved cancellations are subject to restocking and administrative fees as determined by Frigid Coolers LLC. Orders that have been released into production are not subject to cancellation or refund, and the Purchaser shall remain liable for the total invoice  amount.

  10. Return of Goods
  No goods shall be returned without prior written authorization from Frigid Coolers LLC. Returns authorized by Frigid Coolers LLC are subject to restocking fees and must be returned in original packaging, in unused and resalable condition. Frigid Coolers LLC reserves the right to inspect returned goods and to deny credit for goods that are  damaged, altered, or not in resalable condition.

  11. Freight and Risk of Loss
  Title to and risk of loss for all goods shall pass to the Purchaser upon delivery to the carrier at the point of origin, unless otherwise indicated in writing. If a shipment is refused by the Purchaser, the Purchaser shall be responsible for all resulting freight, storage, and incidental charges imposed by the carrier. All charges for  unloading at the delivery site and transportation to the final installation location are the sole responsibility of the Purchaser. Upon receipt of goods, the Purchaser must immediately inspect the shipment for damage, shortages, or discrepancies. Any damage or shortage must be noted on the bill of lading at the time of delivery, and a written claim must be filed with the freight carrier within twenty-four (24) hours of receipt. Claims not filed within the required time period may be denied by the carrier. Frigid Coolers LLC will provide reasonable assistance with freight claims; however, it is the sole responsibility of the Purchaser to ensure all required documentation is  properly and timely filed with the carrier.

  12. Local Codes and Compliance
  Frigid Coolers LLC is not responsible for compliance with local, state, federal, or municipal building codes, health codes, fire codes, or any other regulatory requirements applicable to the installation site. The Purchaser is solely responsible for identifying and communicating all applicable code requirements prior to order placement. Any  costs associated with field modifications to Frigid Coolers LLC products to satisfy local, state, or federal code requirements shall be borne exclusively by the Purchaser.

  13. Installation
  No installation work is included in the quotation unless expressly stated otherwise. All refrigeration equipment must be installed by a licensed and certified refrigeration contractor. Failure to utilize a certified refrigeration contractor for installation may void or adversely affect the equipment manufacturer's warranty. Frigid Coolers LLC shall not be responsible for startup, commissioning, or system performance unless specifically contracted in writing. Frigid Coolers LLC assumes no liability for damages, performance issues, or warranty claims resulting from improper installation.

  14. Warranty
  All warranties are provided solely by the original equipment manufacturer and are subject to the manufacturer's terms, conditions, and limitations. Frigid Coolers LLC makes no warranties of its own, express or implied, regarding the products sold, including but not limited to warranties of merchantability or fitness for a particular purpose, except as may be required by applicable law. Frigid Coolers LLC shall not be responsible for any labor, refrigerant, service, or transportation costs associated with warranty claims unless expressly agreed to in writing. The Purchaser should refer to the original equipment manufacturer's product literature for complete warranty information.

  15. Limitation of Liability
  In no event shall Frigid Coolers LLC be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to lost profits, business interruption, spoilage of goods, or loss of use, arising out of or in connection with the sale, delivery, installation, or use of any product, regardless of the theory of liability. Frigid Coolers LLC's total aggregate liability under any claim shall not exceed the purchase price of the specific product giving rise to such claim.

  16. Indemnification
  The Purchaser agrees to indemnify, defend, and hold harmless Frigid Coolers LLC, its officers, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Purchaser's use, installation, modification, or operation of the products, including but not limited to any failure by the Purchaser to comply with applicable laws, codes, or regulations, or any injury or damage resulting from improper installation, maintenance, or use.

  17. Force Majeure
  Frigid Coolers LLC shall not be liable for any delay or failure to perform its obligations under any order or agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, supply chain disruptions, material or component shortages, labor disputes, transportation or shipping delays, governmental actions or restrictions, trade embargoes, tariffs, or other unforeseen events. In the event of a force majeure occurrence, delivery dates and performance timelines shall be extended by a period equal to the duration of the delay.

  18. Governing Law and Dispute Resolution
  These Terms and Conditions and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Florida. Any legal action or proceeding arising out of or relating to these Terms and Conditions shall be brought exclusively in the state or federal courts located in Miami-Dade County, Florida, and the Purchaser hereby consents to the personal jurisdiction of such courts and waives any objection to venue therein.

  19. Entire Agreement
  These Terms and Conditions, together with the applicable Sales Agreement, quotation, and any written addenda or amendments, constitute the entire agreement between Frigid Coolers LLC and the Purchaser with respect to the subject matter hereof and supersede all prior or contemporaneous oral or written representations, agreements, or understandings. No modification, amendment, or waiver of any provision of these Terms and Conditions shall be effective unless made in writing and signed by an authorized representative of Frigid Coolers LLC.