UNIVERSAL AIR TERMS AND CONDITIONS OF SALE

Acceptance of Terms: These terms and conditions of sale (“Terms”) govern the sale of products by Universal Air Inc (“Seller”) to the buyer (“Buyer”). These Terms shall be incorporated into each sale made by the Seller to the Buyer.

Accuracy and Completeness: The Seller makes every effort to ensure that the information provided on its website and in its sales quotations is accurate and complete. However, the Seller does not guarantee the accuracy or completeness of such information and shall not be liable for any errors or omissions. The Buyer acknowledges that it is solely responsible for verifying the accuracy and completeness of the information before placing an order

Orders and Delivery: All orders are subject to acceptance by the Seller. Delivery dates specified by the Seller are estimated dates only and are not a guarantee. The Buyer shall have no right to damages or to cancel the order for failure of the Seller to meet the estimated delivery date.

Price and Payment: Prices and payment terms are specified in the applicable sales quotation or invoice. The Buyer shall make payment in accordance with such terms. If the Buyer fails to make payment when due, the Seller may charge interest on the unpaid amount at the rate of 1.5% per month or the maximum legal rate, whichever is lower.

Price Subject to Change: The prices quoted by the Seller are subject to change without prior notice. The Buyer agrees to pay the price in effect at the time of purchase of the products. The Seller will make a good faith effort to provide written notice of any price changes before shipping the products.

Right to Refuse Service: The Seller reserves the right to refuse service to any Buyer for any reason, including but not limited to, the Buyer's breach of these Terms or any prior agreement with the Seller, or for any other reason deemed appropriate by the Seller in its sole discretion

Taxes: The Buyer shall be responsible for all taxes, duties, tariffs and other governmental charges arising from the sale, delivery, use or handling of the products, except for taxes based on the Seller's net income.

Warranty: The Seller warrants to the Buyer that the products will be free from defects in materials and workmanship for a period of one year from the date of delivery. The Buyer's sole remedy for breach of this warranty shall be repair or replacement of the non-conforming products.

Manufacturer's Warranty: For products not manufactured by Universal Air, the applicable manufacturer's warranty will apply. The Buyer acknowledges that Universal Air is not responsible for the warranty of such products and that any warranty claims must be handled directly with the manufacturer. Universal Air will assist the Buyer in facilitating any warranty claims to the extent commercially reasonable.

Limitation of Liability: In no event shall the Seller be liable for any indirect, special, incidental or consequential damages, including but not limited to loss of use, loss of profits or revenue, or cost of replacement goods.

Indemnification: The Buyer agrees to indemnify, defend, and hold harmless the Seller, its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, damages, liabilities, costs and expenses, including reasonable attorneys' fees, arising from or related to the Buyer's use of the products, or the Buyer's breach of these Terms.

Prohibited Uses: The Buyer agrees not to use the products for any illegal or unauthorized purposes, or for any purpose that may cause harm to the products, the Seller, or any third party. The Buyer shall be solely responsible for any damages resulting from the Buyer's breach of this section

Confidentiality: The Buyer shall maintain the confidentiality of all confidential information of the Seller, and shall not disclose such information to any third party without the prior written consent of the Seller.

Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any conflict of laws provisions.

Entire Agreement: These Terms constitute the entire agreement between the parties and supersede all prior negotiations, understandings and agreements between the parties. These Terms may only be amended in writing signed by both parties."

Dispute Resolution: Any disputes arising out of or related to these Terms shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in San Bernardino, California. The parties agree to waive their rights to a trial by jury and to participate in a class action lawsuit."