Terms & Conditions

KATECH ENGINEERING, LLC’S

TERMS AND AGREEMENT

By signing below, Customer acknowledges that Customer has read Katech Engineering, LLC’s (“Katech”) Terms and Agreement as stated herein; that Customer understands all terms and conditions as stated herein; and Customer agrees to be bound by all terms, conditions, and limitations as set forth herein regarding services and products provided by Katech to Customer, including Katech’s Limited Warranty.

I – SCOPE OF SERVICE/WORK TO BE PERFORMED

Katech will provide to Customer only those parts, products, and services (“Scope of Services”) identified in the original Estimate of services provided to Customer which was assigned Estimate number _________________.

No additional parts, products, or services will be provided in excess of or beyond the original Scope of Services contained in Customer’s original Estimate. Any additional parts, products, or services which the Customer desires to have performed or be provided in excess of the Scope of Services of the original Estimate will require the written Amended Estimate detailing the additional services and costs which is signed by Customer and approved by Katech.

II – EXCLUSIONS TO SCOPE OF SERVICES

In addition to any limitation or exclusion contained in the Estimate identified above, the following services and/or circumstances are specifically EXCLUDED and not covered by or included in the Scope of Services to be provided by Katech:

1. Services and/or costs necessitated as a result of Customer’s (including Customer’s employees, agents, servants, and representatives) failure to comply with any requirement, directive, or recommendation of Katech; and
2. Any services and/or costs necessitated as a result of the negligence or malfeasance by an outside of third-party manufacturer, developer, or distributor of any part or product used or installed when providing the services as identified in the Scope of Services; and
3. Submission by Katech of any reports, summaries, opinions, testing results, affirmations, or the like on behalf of Customer to any private person, company, agency, or to any local, state, or federal authority, regulatory agency, compliance agency, or the like (however, Customer shall be required to complete and sign all waivers and like documents as required by law when requested by Katech to do so); and
4. Katech does not provide any express or implied warranties or guarantees other than the Limited Warranty identified in this Terms and Agreement.

III – PAYMENT OF SERVICES AND OTHER COSTS & FEES

Customer’s Responsibility for Payment. Customer shall timely and fully pay to Katech all costs and fees as specified in the Estimate identified above (or any Amended Estimate).

Failure to Pay. Customer’s failure to pay to Katech any payment within three (3) days of a payment due date shall constitute a material breach of this agreement by Customer and same shall constitute just cause for Katech, at its sole discretion, to: (i) immediately suspend all services to Customer and/or (ii) unilaterally terminate the agreement. Customer understands and agrees that if Katech suspends or terminates services as provided herein, Customer waives any and all rights to any claims and all causes of action, which are known or unknown, which Customer may have against Katech for any losses, damages, or injuries to Customer which in any way arise out of, relate to, are directly and/or indirectly caused by, or may be incidental to Katech’s suspension of services or termination of this agreement.

Additional Parts and/or Services. Any request by Customer to have Katech provide any additional products or services that are excluded and/or outside of the original Scope of Services requires a written Amended Estimate. No request for additional parts or services may be made in any other form (i.e., via other writing, orally, text message, or email). An Amended Estimate must be signed by Customer and approved in writing by Katech. To the extent that any term or condition of an Amended Estimate is not in conflict with the original Estimate, all remaining terms and conditions in this Terms and Agreement shall be incorporated and merged with the Amended Estimate including the following provisions:

• II – Exclusions
• IV – Katech’s Limited Warranty
• VI – Breach of Agreement/Remedies
• VII - Indemnification

Notice to Customer Regarding Payment of Taxes and the like. Customer is responsible to pay for all taxes, charges, fees, levies, imposts, duties, tariffs or other assessments imposed by or payable to any federal, state, local, or foreign tax or governmental authority, including without limitation sales, use, goods, services, value added, transfer, customs, personal property, stamp duty, excise, withholding and other obligations of the same or similar nature (individually and collectively, “Taxes”); provided, however, that Customer will not be responsible for any Taxes due on the net income of Katech. If Katech is required by law to collect Taxes from Customer, Katech may add any such Taxes to invoices submitted to Customer. Katech may request, and Client shall be obligated to pay upon such request any Taxes or like imposed expenses which are enacted or become effective after the date of any Estimate or Amended Estimate. By signing this Terms and Agreement, Customer acknowledges the above responsibilities for payment of all Taxes regardless when they become due or applicable or whether any Taxes are or are not identified on the Estimate provided to Customer.

V – KATECH’S LIMITED WARRANTY

1. KATECH’S ONE (1) YEAR OR 12,000 MILES LIMITED WARRANTY

***FOR VEHICLE “STAGE” PACKAGES, ONLY ***

KATECH PROVIDES ONLY A LIMITED WARRANTY AS PROVIDED HEREIN FOR VEHICLE “STAGE” PAKAGES, ONLY, WHERE THE “STAGE” PACKAGE IS BOTH SOLD & INSTALLED BY KATECH IN LEIU OF ALL OTHER WARRANTIES. THE VEHICLE “STAGE” PACKAGES ARE ONLY THOSE STANDARD “STAGE” PACKAGES THAT ARE IDENTIFIED AND DESCRIBED ON KATECH’S WEBSITE UNDER THE “VEHICLE PACKAGES” PAGE (http://katechengines.com/c-1389267-vehicle-packages.html).

EXCEPT AS EXPRESSLY SET FORTH IN THIS TERMS AND AGREEMENT, KATECH DISCLAIMS ANY AND ALL OTHER WARRANTIES (ESPRESS AND IMPLIED) IN CONNECTION WITH ANY VEHICLE “STAGE” PAKAGE PROVIDED BY KATECH, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION DESCRIPTION AND ALL WARRANTIES OF QUALITY, DESIGN, PERFORMANCE, SPECIFICATIONS, CONDITION, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE.

THIS LIMITED WARRANTY APPLIED TO KATECH’S “STAGE” PACKAGES, ONLY.

When will Katech’s Limited Warranty apply as to Vehicle “Stage” Packages? Katech warrants all Vehicle Packages for a period of one (1) year or 12,000 miles, whichever comes first, only: (a) when the vehicle and/or part(s) of the Vehicle “Stage” Package is put into normal use; and (b) when the vehicle and/or part(s) of the Vehicle “Stage” Package is used/operated within the manufacturer’s use, operation, and maintenance recommendations; and (3) when the vehicle and/or part(s) of the Vehicle “Stage” Package is used/operated within Katech’s use, operation, and maintenance recommendations.

What is the duration of Katech’s Limited Warranty of its Vehicle “Stage” Package? Katech’s Limited Warranty for a Vehicle “Stage” Package is for a period of one (1) year or 12,000 miles, whichever comes first, commencing on the date of completion of the Scope of Services for that Vehicle “Stage” Package.

What is Katech’s obligation under its Limited Warranty for Vehicle “Stage” Packages? Katech’s obligations under the Limited Warranty for a Vehicle “Stage” Package is solely to repair and/or replace (at Katech’s sole option) any part or product, including the replacement of a “Stage” Package, which Katech deems to have been defective while being used/operated within the requirements and conditions as set forth in this Limited Warranty. Katech’s Limited Warranty does not cover any defects or defective conditions: (a) that occur outside the duration of the Limited Warranty; or (b) that occur when Customer fails to comply with any requirement or condition of use or operation as stated in the Limited Warranty; or (c) that are not included in scope of Katech’s Limited Warranty; or (d) which are excluded from Katech’s Limited Warranty. Customer understands and agrees that Katech does not warrant and shall not be responsible for any foreseeable and unforeseeable incidental or consequential damages, losses, liabilities, costs, or expenses incurred by Customer or to any third person or entity, which in any way arise out of or are related any part or product deemed defective.

Any Limited Warranty claim made by Customer shall be subject to the term and conditions set forth in this Terms and Agreement.

What is covered by Katech’s Limited Warranty on a Vehicle “Stage” Package?

Katech’s Limited Warranty on a Vehicle “Stage” Package cover the following defects in parts, components, or products manufactured by or for Katech, as well as Katech’s workmanship with respect to the following:

1. new Katech engine or engine rebuilt by Katech in sealed form including the water pump; and/or
2. engine, cooling circuit, transmission, and differential installation workmanship if Katech performed services on these parts or systems;
3. suspension installation workmanship for front/rear sway bars, coil-over shocks, brakes and wheels if Katech performed services on these parts or systems; and/or
4. interior leather upgrade installation workmanship on any leather upgrade performed by Katech.

Katech will repair and/or replace free of labor charges any defective part or condition covered by Katech’s Limited Warranty. With any defective engines, Katech may, at Katech’s sole discretion, replace the engine with a new or equivalent assembly or components.

What are the Limitations and Exclusions of Katech’s Limited Warranty on a Vehicle “Stage” Package?

1. Katech does not warrant or guarantee in any manner: (a) any parts supplied by the Customer; (b) any part supplied by the part’s manufacturer which was unaltered by Katech; (c) any part altered or modified by any person or entity other than Katech; and/or (d) any used or refurbished parts; and/or
2. Katech’s Limited Warranty as to any part manufactured by or for Katech, and any service performed by Katech, shall be automatically void if any repair, replacement, alteration, or modification is performed by any person or entity other than Katech, absent Katech’s prior written authorization; and/or
3. Customer’s failure to present to Katech a written claim of warranty prior to Customer having any work, repair, alteration, modification, or alteration performed on the vehicle for which a warranty claim is being presented, shall automatically void Katech’s Limited Warranty; and/or
4. Katech’s Limited Warranty shall be void in there is evidence of any tampering, altering, or modification (including the inability to accurately identify the vehicle’s mileage) of the serviced vehicle’s odometer; and/or
5. Katech’s Limited Warranty does not cover, and specifically excludes, any and all work, services, parts, or products provided to Customer and/or Customer’s vehicle if at the time of the work, service, and/or sale, the vehicle had a salvage, scrap, totaled, or junk title. Katech’s Limited Warranty only extends to work and services performed upon vehicles having a “clean” and unaltered title prior to and at the time service are performed. Upon the request of Katech, Customer shall present to Katech a current and valid title to any vehicle for which services are requested; and/or
6. All accessories, including power steering, alternator, A/C compressor and associated plumbing, fluids and pulleys, are not covered by Katech’s Limited Warranty; and/or
7. Spark plugs, filters, wires and other accessories prone to wear are not covered by Katech’s Limited Warranty; and/or
8. Katech’s Limited Warranty specifically excludes and does not apply to any damage, failure, or loss:

• Which occurred during, or resulted from, any form of automotive racing or track events (whether private or sanctioned), as such action automatically voids Katech’s Limited Warranty; and/or
• Directly or indirectly caused by or attributed to user/operator error (i.e., over-revs or missed shifts), user/operator abuse, user/operator misuse, or any negligence of the user/operator, as such action/inaction voids Katech’s Limited Warranty; and/or
• Directly or indirectly caused by or attributed to any modification or alteration made to any part or service provided by Katech by any person or entity other than Katech as such action voids Katech’s Limited Warranty; and/or
• Directly or indirectly caused by or attributed to any modification or alteration made to any part or service provided by any person or entity other than Katech which caused or contributed to damage or loss of any part or services provided by Katech, as such action voids Katech’s Limited Warranty; and/or
• Directly or indirectly caused by or attributed to any defect or failure of any component or parts other than by those components or parts manufactured by or for Katech; and/or
• Damage or loss directly or indirectly caused by the operation and continued use of the motor vehicle that was experiencing “detonation.” “Detonation” is the uncontrolled rapid combustion of the fuel-air mixture within an engine cylinder which causes a damaging “knocking” or “pinging” sound while the engine is running. Damage or loss due to “detonation” is excluded from the Limited Warranty; and/or
• Damage or loss directly or indirectly caused by the operation and continued use of the motor vehicle that was experiencing “overheat.” “Overheat” occurs when an engine’s cooling system malfunctions causing the engine to reach dangerously high temperatures. Damage or loss due to continued operation of the motor vehicle following first warning of an abnormal engine temperature automatically voids the Limited Warranty; and/or
• Damage or loss directly or indirectly caused by the operation and continued use of the motor vehicle: (a) with improper or inadequate coolant; (b) after receiving notification of engine, coolant, temperature, or electrical warning; (c) at high or excessive rpm; and/or (d) at any time without having proper and adequate maintenance performed on the vehicle; and/or
• Damage or loss directly or indirectly caused by improper maintenance or failure to maintain the vehicle in accordance with manufacturer’s recommendations and requirements as set forth in the manufacturer’s owner’s/operator’s manual; and/or
• Damage or loss directly or indirectly caused by improper maintenance or failure to maintain the vehicle as directed by Katech with respect to any part manufactured by Katech or any service provided by Katech; and/or
• Damage or loss directly or indirectly caused by Customer’s failure to follow Katech’s and/or the manufacturer’s recommended or required maintenance schedule; and/or
• Damage or loss directly or indirectly caused by Customer’s failure to use or maintain proper fuel, fluid, lubricant and other specifications as recommended by the manufacturer as outlined in: (i) the vehicle’s owner’s manual; (ii) in other vehicle reference materials; and/or (iii) or as directed by Katech; and/or
• Damage or loss directly or indirectly caused by road debris such as rocks, salt, asphalt and other debris; and/or
• Damage or loss directly or indirectly caused by road hazards including potholes, curb impartment, and traffic equipment; and/or
• Damage or loss directly or indirectly caused by improper inflation of tires, excessive spinning (i.e., as when stuck in mud or snow) of tires, use of tire chains, improper mounting or dismounting of tires, or misalignment of tires; and/or
• Damage or loss directly or indirectly caused by airborne contaminants or fallout (i.e., chemicals, acid rain, tree sap, soot) stones, insects, hail, earthquake, flood, tornado, lightning, or other natural disaster, or the application of unapproved chemicals or sealant subsequent to manufacturer; and/or
  
  

1. Any tampering with, alteration to, and/or deletion of any of the vehicle’s powertrain (i.e., engine, transmission, or drive train) systems; suspension systems; monitoring systems; computers systems and/or modules; powertrain systems; and/or safety, electrical or comfort systems shall void Katech’s Limited Warranty; and/or
2. The Limited Warranty is void if the motor vehicle is used for competition or commercial or private racing of any kind; and/or
3. The Limited Warranty does not extend to or cover loss of vehicle use, inconvenience, storage, payment for lost time or pay, vehicle rental expense, vehicle towing, shipping, or other transportation costs, lodging, meals, or other travel-related costs;
4. Any damage or loss caused to the vehicle and/or Customer which, in whole or in part, was caused by any person or entity other than Katech or its employee, is excluded from Katech’s Limited Warranty.

1. KATECH’S NINETY (90) DAYS LIMITED WARRANTY

*** PARTS, COMPONENTS, AND PRODUCTS SALES, ONLY ***

KATECH PROVIDES ONLY A LIMITED WARRANTY for PARTS, COMPONENTS, AND PRODUCTS MANUFACTURED BY OR FOR KATECH. EXCEPT AS EXPRESSLY SET FORTH IN THIS TERMS AND AGREEMENT, KATECH DISCLAIMS ANY AND ALL OTHER WARRANTIES (ESPRESS AND IMPLIED) IN CONNECTION WITH PARTS, COMPONENTS, AND PRODUCTS MANUFACTURED BY OR FOR KATECH, WHETHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING WITHOUT LIMITATION DESCRIPTION, AND ALL WARRANTIES OF QUALITY, DESIGN, PERFORMANCE, SPECIFICATIONS, CONDITION, MERCHANTABILITY, AND FITNESS FOR ANY PARTICULAR PURPOSE.

When and for how long will Katech’s Limited Warranty apply to Parts, Components, and Products Manufactured by or for Katech? Katech warrants all Parts, Components, and Products that have been manufactured by or for Katech, to be free from manufacturing defects for a period of Ninety (90) Days. Customer’s Limited Warranty period commences upon the date of shipment of the Part, Component, or Product from Katech’s facility - or - the date that Customer picks up the part or product from Katech’s facility.

Katech does not warrant in any manner any Parts, Components, and Products not manufactured by or on behalf of Katech. Only the manufacturer’s warranties, if any, will apply to those parts, components, and products purchased from Katech which were not manufactured by or for Katech.

What is Katech’s obligation under its Limited Warranty for its Parts, Components, and Products? Katech’s sole obligation under the Limited Warranty for its Parts, Components, and Products is only to repair and/or replace the part, component, or product, at Katech’s option. Katech’s Limited Warranty does not cover any claim for a defective part, component, or part, that is: (a) made outside of the warranty’s duration of Ninety (90) days; or (b) if the part, component, or products was in any way modified, altered, tampered with, or improperly used; or (c) which are excluded in from Katech’s Limited Warranty. Customer understands and agrees that Katech does not warrant and shall not be responsible for any foreseeable and unforeseeable incidental or consequential damages, losses, liabilities, costs, or expenses incurred by Customer or to any third person or entity, which in any way arise out of or are related any part, component, or product deemed defective.

1. EXCLUSIVE REMEDY/LIMITATION OF LIABILITY

Katech’s sole obligation under its Limited Warranty is to repairs and/or replace, at Katech’s sole discretion, any defective part or product or any defect in workmanship which Katech provided to its Customer. In situations involving engines, Katech may, at its option, replace the engine with a new or equivalent assembly or components.

Customer understands, acknowledges, and agrees that Katech shall not be responsible or liable for any incidental or consequential losses, damages, or expenses, including but not limited to: (a) loss of vehicle use; (b) inconvenience; (c) storage; payment for lost time or pay; (d) vehicle rental expense; (e) vehicle transportation, towing or shipping costs; (f) lodging, meals, or other travel-related costs; and/or (g) federal, state, or local taxes required on warranty repairs.

Katech provides only the Limited Warranty that is identified and described in this Terms and Agreement. Katech’s Limited Warranty is in lieu of all other warranties, express or implied, and the Limited Warranty excludes all express or implied warranties of merchantability, fitness for use, fitness for a particular purpose, and of all warranties. Additionally, any part, component, or product that was not manufactured by or directly for Katech is NOT covered by any warranty from Katech.

V- KATECH’S RETURN POLICY

FOR NEW AND USED PARTS, COMPONENTS, OR PRODUCTS

New Part, Component, and Product Returns. You may return purchases of new parts, components, or products for refund or exchange (excluding shipping expenses) if returned within thirty (30) days of “receipt” of the new product, component, or product. The term “receipt” as used in this section is defined as: (a) the date of shipment of the new part, component, or product from Katech’s facility; or (b) the date that Customer picks up the new part, component, or product from Katech’s facility; whichever is applicable. All returns of new parts, components, or products must: (a) be accompanied by the invoice for the purchase of the new part, component, and/or product, and (b) must be returned in its original packaging.

Katech will not accept for return, or provide to Customer a refund, exchange or credit, for: (a) any items that have been used, installed, altered, modified, or damaged; or (b) any items not returned in its original packaging; or (c) any returns that are not accompanied with both: (i) a Return Merchandise Authorization (RMA) number, and (ii) the original/copy of original receipt of payment. Any electronic components, including but not limited to wiring harnesses or adapters, or any carbon fiber, body, or aero or electronic related components, are final sales which may not be returned for refund or credit and which may not be exchanged for the same or a different part, component, or part.

To make a return, Customer must first contact Katech for a Return Merchandise Authorization (RMA) number and instructions on the return. Returns without an RMA will not be accepted. A 20% restocking fee will apply to all authorized returns or exchanges. Please allow 10 business days for the refund to be processed and completed.

VI - NON-TRANSFERABILITY OF LIMITED WARRANTY

Katech’s Limited Warranty is not transferrable to any other person. Services performed on any motor vehicle shall only be covered under the Limited Warranty while Customer is the title holder of the vehicle. In addition to the terms an exclusions of the Limited Warranty as stated in this Terms and Agreement, Katech’s Limited Warranty shall immediately terminate and become void upon Customer’s transfer of the title of the motor vehicle to another person or entity.

VII - KATECH RIGHT TO INSPECT

CUSTOMER’S OBLIGATION TO PROVIDE RECORDS

When making a Limited Warranty claim regarding a Vehicle “Stage” Package.

Customer shall present the motor vehicle to Katech’s facility for inspection and evaluation at Customer’s own expense. Katech, at its sole discretion, may investigate and inspect the vehicle (which action may include “tearing-down” or the disassembly of parts, components and/or systems) to evaluate any failure, to ascertain cause of any failure or issue, and to determine the warrantability of any claim. The act of investigating and inspecting shall not be construed and does not constitute an agreement, promise, or representation by Katech to repair, replace, or perform any services. The act of investigating and inspecting shall also not be construed as approval of a Limited Warranty claim.

Customer understands and agrees that Customer shall provide to Katech all service and maintenance records of the motor vehicle when making a claim under the Limited Warranty. Customer’s failure to provide to Katech all service and maintenance records of the vehicle will constitute: (a) cause for Katech to deny any warranty claim made by Customer; and (b) a breach of this agreement; and (c) an act which voids Katech’s Limited Warranty.

When making a Limited Warranty claim regarding any Part, Component, or Product manufactured by or for Katech,

Customer shall present the part, component, and product to Katech’s facility for inspection and evaluation at Customer’s own expense. Customer shall comply with all requirements, and such claims are subject to all limitations, as stated in Section IV(B) and V of this Terms and Agreement.

VIII - TRANSPORTATION OF VEHICLE EXPENSE

RETURN OF MERCHANDISE EXPENSE

Upon approval by Katech of a Limited Warranty claim, at its own and sole discretion, Katech may reimburse transportation or shipping costs to Customer. If determination is made that the claim is not covered under Katech’s Limited Warranty, Customer understands and agrees that Customer shall be responsible for any and all expenses, replacement parts, and labor, including shipping/freight and like charges. Customer further agrees that Customer shall be responsible for and shall pay a reasonable storage fee or any vehicle, part, component, or product returned to Katech which is not retrieved by Customer following denial of any warranty claim.

IX - SAFETY WARNING NOTIFICATION

Serious injury or death may result from the improper operation or maintenance of any motor vehicle. Always wear your seatbelts. Airbags can injure or kill unbelted occupants. Do not place children in front of airbags under any conditions. Always obey all posted speed limits. High speed accidents can cause serious injury or death. See the owner’s manual and other vehicle documentation for additional warnings and always follow the recommendations set forth in the owner’s manual under all conditions. Katech is not responsible for any injury, loss, damage, or death sustained or resulting from the operation of any motor vehicle or related accidents caused by said vehicles under any condition. Operator error or misjudgment is not the responsibility of Katech.

X - AGREEMENT TO INDEMNIFY AND HOLD HARMLESS

Customer agrees to defend, indemnify and hold harmless Katech, its agents, servants, employees and representatives, against all claims, causes of action, and suits that are claimed to have been caused, created by, or are alleged to have occurred as a result of, in whole or in part, the negligence, malfeasance, or non-compliance of Customer. This obligation to defend, indemnify, and hold harmless incudes any claims made against Katech by any local, state, or federal office, agency or like official, with respect to any civil or criminal violations or law, legislation, act or policy. This obligation also extends to all claims, actions, liabilities, losses, costs, and expenses, including, without limitation, reasonable legal cost and fees and penalties arising out of any actual or alleged death of, or injury to, any person and/or damage to any property, by whosoever suffered, resulting, in whole or in part, Customer’s negligence or willful omission.

XI – MISCELANEOUS PROVISIONS

1. Entire Agreement. This Terms and Agreement and the Estimate identified herein (and any Amended Estimate when applicable) constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof, supersedes all prior or contemporaneous oral and/or written agreements, understandings, representations and statements, letters or expressions of intent and proposals are hereby merged into this Terms and Agreement.

1. Construction. Headings contained in this Terms and Agreement are for inserted for convenience and reference only and shall not be read to limit nor define the meaning of any provisions hereof. The terms “herein,” “hereof” or “hereunder” or similar terms used in this Terms and Agreement refer to this entire understanding and agreement and not to the particular provision in which the term is used. The terms “include” and “including” indicate examples of a foregoing general statement and not a limitation on that general statement. The use of the term “day” or “days” means calendar days and not business days. Unless otherwise stated, all references herein to sections, subsections or other provisions are references to sections, subsections or other provisions of this Terms and Agreement. The pronouns and relative words herein used are written in the masculine and singular only.

1. Modifications. No provision of this Terms and Agreement or the Estimate identified herein may be modified unless modified in an Amended Estimate which was signed by Customer and approved by Katech.

1. Force Majeure. Katech shall be excused from performance of its obligations hereunder to the extent and for such period of time as such performance is prevented by an act of God, fire, flood, earthquake, transportation, disruption, war, insurrection, or other cause beyond the reasonable control of such party, or labor dispute; provided, however, that such party claiming force majeure gives the other party notice of its inability to perform and the reasons for such non-performance.

1. Waivers. No waiver of a provision of this Terms and Agreement shall be (i) binding unless made in writing and executed by the party granting the waiver, (ii) deemed or constitute a waiver of any other provision, whether or not similar, and (iii) deemed or constitute a continuing waiver.

1. Invalidity. The provisions hereof shall be deemed independent and severable, and the invalidity or partial invalidity or enforceability of any provision shall not affect the validity or the enforceability of any other provision hereof.

1. Governing Law. This Terms and Agreement, any Estimate, and any Amended Estimate shall be governed by and construed in accordance with the laws of the State of Michigan without regard to conflicts of laws principles.

1. Venue/Jurisdiction of Disputes. Customer and Katech covenant, warrant, and agree to each other that any claim or dispute that either party has, may have in the future, or could have, which in any way arises out of or is in any way related to this agreement shall be brought in the State of Michigan, only. The parties agree, consent, and stipulate to the jurisdiction of the courts located within State of Michigan for resolution or any claim, dispute, case, or controversy which in any way arises out of or is in any way related to this agreement. Customer waives any claim, argument, or defense of improper venue and lack of jurisdiction in and of court within the State of Michigan.
2. Legal fees and costs. In the event that Customer initiates any legal proceedings to enforce a claim(s) which arises out of or is related to this Terms and Agreement, any Estimate, any Amended Estimate, any Scope of Services, and/or any Limited Warranty, and which Katech is the prevailing party of such action(s), Katech shall be entitled to recover and receive from Customer an award of actual attorney’s fees and costs incurred by Katech in defending the claim(s) made against it by Customer.

The undersigned acknowledges and admits that (1) he or she has read and understands this agreement in its entirety; (2) her or she agrees to be bound by the terms and conditions of this agreement; and (3) where applicable, that he or she has the express authority to act on behalf of his or her respective business entity.