All sales of goods and services by Podium Automation (Podium) shall be subject to the following terms and conditions:

1. All proposals, quotations, or other correspondence by Podium are an offer to sell goods or services pursuant to these terms and conditions. Podium objects to and expressly disclaims any additional or different terms communicated verbally or contained in any documentation submitted by the customer. No waiver or modification of these terms and conditions shall be binding unless accepted in writing by Podium. Any acceptance of order or agreement for goods or services is contingent upon receipt of a valid purchase order from the customer. Upon the earlier of issuing such purchase order or accepting goods or services from Podium, customer accepts these terms and conditions without qualification.

2. Customer will be responsible for any related sales, use, or value added taxes or duties and shall pay such taxes or duties directly to the authority responsible or will reimburse Podium for the payment of such taxes if necessary. 

3. Unless otherwise agreed upon in writing, all payment terms are Net 30 days from date of invoice. Retainage shall not apply, and Customer shall not hold back any retainage from Podium, even if retainage is part of any contract between Customer and any other party. Payment is not contingent on Customer’s ability to collect or obtain funds from any other party. Credit card sales are billed at the time of purchase. Customer expressly represents it is solvent at the time it places any order with Podium. Podium, in its sole discretion, may determine that Customer’s financial condition requires full or partial payment prior to manufacture or shipment. Podium may apply payments to any outstanding invoices unless Customer provides specific payment direction. Podium may at all times set off any amount that Customer, or any affiliate of Customer, owes to Podium against any amount that Podium, or any Podium affiliate, owes to Customer.

4. If Customer fails to make any payment when due, Podium reserves the right to suspend performance. If Customer fails to pay Podium invoices in accordance with these terms and conditions, Podium may also terminate a contract or purchase order upon ten (10) days written notice to the customer. Customer agrees to pay a charge on all amounts past due at the rate of 1.5% per month (18% per year) or the maximum lawful rate, whichever is less. In the event of non-payment, Customer agrees to pay Podium’s reasonable attorney fees and court costs, if any, incurred by Podium to collect payment, and all applicable interest charges. Customer acknowledges that transactions to which these terms relate are commercial transactions. 

5. Podium shall have no liability for delays or any other breach of obligation due to an act of God, war, riot, explosion, accident, act of government, work stoppage, default of subcontractor or supplier of materials, any delay caused directly or indirectly by customer, or any other cause beyond the reasonable control of Podium.

6. All services and goods are being provided by Podium with the agreement that Podium is not assuming any financial or operation risk or responsibility of the customer. In the event Podium commits an error with respect to performing a service, Podium shall use commercially reasonable efforts to correct such error. Customer acknowledges that its sole and exclusive remedy, and Podium’s sole and exclusive liability for such error shall be correction of the service by Podium. With respect to the sale of any goods, Podium warrants only, at the time of delivery, that Podium will deliver good title to such goods and that such goods shall be delivered free of third party liens or encumbrances. If any other company, such as the manufacturer of the goods, provides a warranty for such goods, and customer needs information from Podium to make a claim under such warranty, Podium will use commercially reasonable efforts to provide such information at customer’s request. Customer, having the expertise and knowledge in the intended use of any goods sold, assumes all risk and liability for results obtained by the use of such goods, whether used singly or in combination with other goods or in any process.  When Seller offers substitute Goods on any proposal, Customer is solely responsible for confirming their acceptability. EXCEPT AS SET FORTH IN THIS PARAGRAPH, PODIUM SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, CONDITION OR QUALITY OF THE GOODS, ANY TRADE USAGE OR DEALING. ANY DETERMINATION OF THE SUITABILITY OF THE GOODS FOR THE USE CONTEMPLATED BY CUSTOMER IS CUSTOMER'S SOLE RESPONSIBILITY. BEFORE CUSTOMER USES OR INSTALLS ELECTRICAL PRODUCTS, IT IS CUSTOMER’S RESPONSIBILITY TO CONSULT THE NATIONAL ELECTRIC CODE AND ANY PERTINENT LOCAL, STATE OR NATIONAL CODES, RULES OR REGULATIONS FOR APPROVED INSTALLATION PROCEDURES AND PRECAUTIONS. NOTHING PODIUM SELLS IS FOR USE IN CONNECTION WITH "SAFETY-RELATED" APPLICATIONS OF A NUCLEAR FACILITY OR ANY HAZARDOUS ACTIVITY WHERE FAILURE OF A SINGLE COMPONENT COULD CAUSE SUBSTANTIAL HARM TO PERSONS OR PROPERTY.

7. Goods and services provided by Podium are customized and/or manufactured especially for customer, so if an order or project is suspended, terminated or canceled for any reason, in addition to any other remedies to which Podium may be entitled under law or otherwise, customer will take delivery of and make payment for such goods and services as have been completed and such goods and services as are in process on the date notice of suspension, termination or cancellation is received by Podium. If customer for any reason cannot accept delivery of such goods, customer will make payment therefore as though delivery has been made and Podium will store such goods for customer’s account and at customer’s expense.

8. Podium’s liability for all issues or claims of any kind resulting from the goods and services provided shall in the aggregate never exceed the total purchase price actually paid by the Customer. In no event shall Podium be liable for any indirect, special, incidental, or consequential damages, including but not limited to loss of profits, production, business interruption or loss of use of equipment, however caused.

9. Customer will defend, indemnify, and hold Podium harmless from all claims, damages, losses, and expenses (including attorney’s fees) arising out of the provision of goods and services by Podium. This includes claims related to Customer supplied designs, data, or any other information provided by the Customer. However, in no event shall Customer be liable under this provision for claims arising out of the sole negligence or willful misconduct of Podium.

10. Each party shall retain ownership of all intellectual property it had prior to commencement of the services or delivery of the goods. Podium shall own exclusively all right to any ideas, inventions, or works of authorship resulting from the services, including but not limited to patents, copyrights, moral rights, proprietary information, trademarks, and other intellectual property rights. No services provided by Podium shall constitute a “work made for hire” under United States copyright law.

11. These terms and conditions shall be constructed in accordance with the laws of the State of New York, and the parties agree that the courts of New York shall have exclusive jurisdiction over same, regardless of where Podium delivers goods or renders services to customer. 

12. Customer agrees that Podium Automation may use Customer as a reference, and occasionally, after Customer review (not to be unreasonably withheld), may issue a press release and case study, including pictures of the completed panel.

These terms and conditions represent the entire and integrated agreement between Customer and Podium and supersedes all prior negotiations, representations, or agreements either written or oral. These terms and conditions may be amended only by written instrument signed by both the Customer and Podium.

Last Update: October 6, 2024