T&C

ROBSTOWN HARDWARE COMPANY DBA KING RANCH AG & TURF SALES AND SERVICE TERMS AND CONDITIONS

Effective December 19, 2025, these sales and service terms and conditions (“Terms”) apply to all Sales, Services, or resale of Software Licenses (as each is defined below) provided by Robstown Hardware Company dba King Ranch Ag & Turf (“Dealer”) to Dealer’s customers (“Customer”). Customer acknowledges that Customer has had the opportunity to review these Terms and agrees that such Terms are incorporated into the parties’ agreement. By requesting any Sales, Services or Software Licenses from Dealer or agreeing to an Order, Customer agrees to these Terms. These Terms may be amended at any time for future Orders (as defined below) in accordance with Section 8.6.

SECTION 1. APPLICATION TO ORDERS.

1.1 Orders. Pursuant to these Terms, Dealer will sell to Customer various goods or services, including but not limited to the sale of equipment, parts, accessories, supplies and other goods (collectively “Sales”), equipment repair services or any other services, including diagnostic services, provided by Dealer to Customer (collectively “Services”), and the installation, resale, and/or assignment to Customer of software license subscriptions and any related software licensor maintenance and support packages (collectively “Software Licenses”), each as may be described verbally or in separate documentation and without regard to whether such documentation is signed. The Sales, Services, and/or Software Licenses may be in the form of Dealer’s standard form of purchase order, invoice or receipt, by separate agreement between Dealer and Customer, Dealer’s standard form work ticket, repair authorization or other similar document for purposes of authorizing repairs to equipment, or as otherwise agreed between the parties, including verbal agreements and authorizations (each, an “Order”). The resale and assignment of the Software Licenses by Dealer to Customer is contingent upon Customer’s agreement to be bound by all the terms of the applicable vendor, licensor or manufacturer (herein individually referred to as a “Licensor” and collectively as the “Licensors”) subscription, license or end-user agreements and, if applicable, the acceptance of the assignment of such Software Licenses by the Licensor and any other applicable parties. Notwithstanding anything to the contrary contained herein, any agreement between Dealer and Customer for the rental of equipment will not be considered an Order. Further, these Terms do not apply to any retail installment contract, loan agreement or other similar or related financing contracts between Dealer, Customer and third party lenders or between Customer and a third party lender.

1.2 Incorporation of Terms. Each Order hereby incorporates and is governed by the terms and conditions of these Terms as if these Terms were fully set forth in such Order. If there is a conflict between these Terms and the terms of an Order, the Terms will prevail, except to the extent the terms of the Order (a) expressly state that it is the intention of the parties to vary or modify these Terms or provide that the Terms are not applicable or (b) state a different payment due date than set forth in Section 2.3 below. Words and expressions defined in these Terms shall, unless the context requires otherwise, have the same meanings in each Order.

1.3 Manufacturer’s Terms and Warranty. It is expressly understood and agreed that these Terms do not, and are not intended to supplement, extend, amend, or alter the terms of an applicable manufacturer’s terms and warranty (if any) for the Sales, Services, and/or Software Licenses and, in the event of any conflict, the manufacturer’s terms and warranty prevail.

SECTION 2. COMPENSATION AND PAYMENT.

2.1 Compensation. In consideration of the sale of Sales or Services and resale of the Software Licenses, as applicable, Customer will pay Dealer compensation in the amount, and payable at the times and in the manner, set forth in the applicable Order, which may include, in Dealer’s sole discretion, all work performed by Dealer at the time of the Order. For any Order for Sales, Services, or Software Licenses, Dealer may charge interest from the payment due date to the date of payment at a rate of 1.5% per month, but not to exceed the highest lawful rate of interest under applicable law, on any past due invoice.

2.2 Dealer’s Termination. Dealer reserves the right to suspend or terminate its Services or any Order in its sole discretion, including in the event Dealer discovers a defeat device installed for the purpose of evading engine emission or other environmental laws or regulations or in the event Dealer discovers other modifications have been made to equipment or other goods that would void an applicable ,manufacturer’s warranty.

2.3 Taxes. Customer will be solely responsible for all foreign, federal, state and local taxes attributable to the payments from Customer to Dealer for the Sales, Services and Software Licenses; provided, however, that Dealer is solely responsible for all income taxes attributable to Dealer’s income relative to receipt of such payments. If Dealer is required or deemed responsible for the collection and remittance of any taxes which are the responsibility of Customer hereunder, Customer shall reimburse Dealer immediately upon demand for any such taxes paid or incurred by, or assessed against, Dealer, including any penalties or interest.

SECTION 3. CUSTOMER COVENANTS, REPRESENTATIONS AND COOPERATION.

3.1 Customer. Customer represents, warrants, and covenants to Dealer as follows: (i) Customer will promptly provide Dealer all necessary access to Customer’s equipment, hardware, software, employees, location and data as requested by Dealer to provide the Sales or Services and resell the Software Licenses, (ii) Customer shall make all arrangements with and obtain any and all approvals, consents, authorizations, permits and licenses necessary for the Dealer to provide the Sales or Services and resell the Software Licenses contemplated hereunder, and (iii) Customer has the power and authority to execute, deliver and perform each Order in conformance with these Terms, and such Order shall constitute a valid and binding obligation of Customer enforceable against Customer in accordance with such Order’s terms. Any person signing any Order on behalf of Customer represents, warrants, and covenants to Dealer that he or she has been properly authorized and empowered to enter into, and bind Customer to the applicable Order and these Terms.

3.2 Customer Cooperation. In connection with the Services, Customer agrees to and shall cooperate with Dealer and respond promptly to any Dealer request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Dealer to perform Services. Customer agrees that (a) if Customer fails to cooperate with or promptly respond to Dealer’s requests, such failure may prevent or delay Dealer’s provision of Services and (b) if Customer fails to provide clear direction, information, approval, authorization, or decision, Dealer will proceed in good faith in its sole discretion to render its Services. Customer agrees that as a result of any of the above failures, Dealer shall not be deemed in breach of its obligations under these Terms or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.

3.3 Reappraisal of Trade-in Equipment. If Customer is trading in any equipment as part of the consideration for Sales and such equipment is delivered to Dealer on a date after the date Dealer and Customer agreed on the trade-in allowance, such equipment shall be reappraised by Dealer upon delivery to Dealer and the trade-in allowance will be deemed to be changed to reflect such reappraised value. If the reappraised value is lower than the original amount, the difference will be paid by Customer in cash or by financing as noted on the front of this Agreement.

3.4 Trade-In Representations and Warranties; Transfer of any Warranty and Data to Dealer. Customer hereby represents and warrants that (a) the trade-in equipment shall be delivered free and clear from any security interest or other lien or encumbrance of any third party at the time of transfer except as noted on the front side hereof; (b) Customer has full power, right and lawful authority to dispose of the trade-in equipment; (c) Customer has accurately and fully disclosed the condition of the trade-in equipment to Dealer; (d) while owned by Customer, the tachometer of the trade-in equipment has not been replaced, tampered with or otherwise altered in any way and Customer has no reason to believe the trade-in equipment’s current tachometer reading, as represented on this Agreement, does not reflect its actual hours; (e) the trade-in equipment does not have a defeat device installed and no other modifications have been made to such trade-in equipment for the purpose of evading engine emission or other environmental laws or regulations; and (f) the trade-in equipment is in its fully equipped condition or, if the trade-in is not in its fully equipped condition, Customer will expressly disclose to Dealer the parts, accessories, or capabilities that are missing or were removed from the equipment. If there is any remaining term on a manufacturer’s warranty (or any other express warranty) for the trade-in equipment, Customer hereby assigns such warranty to Dealer and Customer agrees to sign any forms requested by Dealer in order to transfer such warranty to Dealer. For any trade-in equipment, Customer hereby acknowledges and agrees that any data, including machine data, associated with such trade-in equipment is hereby transferred and assigned to Dealer at the time of the transfer of the trade-in equipment and Customer authorizes Dealer to use such data related to the sale and marketing of such trade-in equipment and to assign and transfer such data to any subsequent buyer of the trade-in equipment.

3.5 Returns. Customer hereby agrees that parts are returnable within 30 days of purchase date only if the parts are in resealable condition and in their original packaging, as well as never installed. Parts must be returnable to the manufacturer and are subject to manufacturer policies. Electrical parts cannot be returned if they have been opened. Any returns payment will be issued based on the original form of payment, if available. If the original transaction was paid via check, Customer will receive the returned funds via check mailed to the Customer.

SECTION 4. DISCLAIMER AND LIMITATION OF LIABILITY.

4.1. Broad Disclaimer of Warranties. OTHER THAN AS EXPRESSLY PROVIDED IN THESE TERMS, AND EXCEPT FOR THE WARRANTY, IF ANY, PROVIDED BY THE MANUFACTURER AND ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, DEALER DISCLAIMS AND MAKES NO WARRANTIES, REPRESENTATIONS, CONDITIONS OR PROMISES EXPRESS OR IMPLIED AS TO THE SALES AND SOFTWARE LICENSES. DEALER DISCLAIMS AND EXCLUDES ALL WARRANTIES IN CONNECTION WITH THE SERVICES. TO THE FULLEST EXTENT POSSIBLE UNDER APPICABLE LAW, DEALER EXPRESSLY DISCLAIMS AND EXCLUDES THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND THOSE WARRANTIES ARISING OUT OF USAGE OF TRADE OR COURSE OF DEALING AS TO THE SALES, SERVICES, AND SOFTWARE LICENSES.

4.2 Used Equipment. EXCEPT FOR ANY IMPLIED WARRANTIES THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW, DEALER SELLS ANY USED EQUIPMENT AS-IS WITH ALL FAULTS AND DEFECTS, AND DEALER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SALE OF ANY USED EQUIPMENT.

4.3 Limitation of Liability Regarding Sales. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER ACKNOWLEDGES THAT ITS SOLE AND EXCLUSIVE REMEDY AGAINST DEALER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED, IN ANY WAY, TO SALES SHALL NOT EXCEED THE LESSER OF (A) ANY AMOUNT RECOVERABLE UNDER THE MANUFACTURER’S WARRANTY OR (B) AMOUNTS PAID BY CUSTOMER TO DEALER FOR THE SPECIFIC ORDER FOR SALES GIVING RISE TO THE CLAIM, AND NO OTHER REMEDY (INCLUDING, BUT NOT LIMITED TO THE RECOVERY OF DIRECT, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SALES, INCREASED COST OF OPERATIONS, LOST, DAMAGED, CORRUPTED OR INCOMPLETE DATA, LOST TIME, INJURY TO PERSON OR PROPERTY, CROP DAMAGES OR LOSSES, COST OF PURCHASED, LEASED OR LICENSED REPLACEMENT GOODS, SERVICES OR SOFTWARE LICENSES, OR ANY OTHER LOSS) SHALL BE AVAILABLE TO CUSTOMER OR ANY OTHER PERSONS OR ENTITIES, WHETHER BY DIRECT ACTION, FOR CONTRIBUTION OR INDEMNITY, OR OTHERWISE AND REGARDLESS OF WHETHER THE CLAIM OR CAUSE OF ACTION IS BASED IN CONTRACT, STATUTE, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE.

4.4 Limitation of Liability Regarding Services and/or Parts, Components, Accessories or Other Goods Used or Installed During Services. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER AGREES THAT, WITH RESPECT TO THE SERVICES AND/OR PARTS, COMPONMENTS ACCESSORIES, OR OTHER GOODS USED OR INTALLED DURING THE SERVICES, OR OTHERWISE ARISING OUT OF THE SERVICES, CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AGAINST DEALER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED, IN ANY WAY TO WORK PERFORMED OR GOODS SOLD, USED OR INSTALLED IN CONNECTION WITH SUCH WORK, SHALL BE LIMITED TO A REFUND OF, AND SHALL IN NO EVENT EXCEED, AMOUNTS PAID BY CUSTOMER TO DEALER FOR THE SPECIFIC SERVICES PERFORMED BY DEALER AND FOR GOODS INSTALLED OR USED GIVING RISE TO THE CLAIM, AND NO OTHER REMEDY (INCLUDING, BUT NOT LIMITED TO THE RECOVERY OF DIRECT, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST SALES, INCREASED COST OF OPERATIONS, LOST, DAMAGED, CORRUPTED OR INCOMPLETE DATA, LOST TIME, INJURY TO PERSON OR PROPERTY, CROP DAMAGES OR LOSSES, COST OF PURCHASED, LEASED OR LICENSED REPLACEMENT GOODS, SERVICES OR SOFTWARE LICENSES, OR ANY OTHER LOSS) SHALL BE AVAILABLE TO CUSTOMER OR ANY OTHER PERSONS OR ENTITIES, WHETHER BY DIRECT ACTION, FOR CONTRIBUTION OR INDEMNITY, OR OTHERWISE AND REGARDLESS OF WHETHER THE CLAIM OR CAUSE OF ACTION IS BASED IN CONTRACT, STATUTE, INFRINGEMENT, NEGLIGENCE, STRICT LIABILITY, OTHER TORT OR OTHERWISE.

SECTION 5. DATA.

5.1 Data Defined. Customer may provide Dealer, either directly or indirectly (including access to, by, or through any Licensor’s dealer network or system), access to various data about the Customer or its operations (collectively the “Customer Data”) and information that is generated by, collected by or stored on Customer’s equipment or any hardware or device interfacing with Customer’s equipment, which may be provided directly through such equipment, hardware or device or indirectly when reported to Dealer (collectively, “Machine Data” and together with Customer Data, “Data”). Customer Data may include, without limitation, personal data such as Customer’s name and contact information, transaction data such as purchases Customer has made with Dealer, demographic data such as information provided by Customer about its preferences, interests and goals and financial information provided related to purchases of goods from Dealer or when applying for financing.

5.2 License. Customer hereby agrees to grant Dealer access to such Data collected or stored by third parties, including Licensors and take all measures necessary or useful for Dealer to access such Data collected or stored by third parties. Further, Customer hereby grants to Dealer a royaltyfree, non-exclusive, perpetual license to access and use the Data, whether collected or stored by third parties or Dealer, for Dealer’s business purposes, including, but not limited to: (i) provide or offer products and services (including the Services) to Customer, (ii) check, maintain, diagnose, update or repair Customer’s equipment, machinery or hardware or otherwise as needed to provide the Services, (iii) enable Dealer or a third party to improve or develop Dealer’s Services or components thereof, (iv) comply with or enforce legal or contractual requirements (or based upon Dealer’s good-faith belief that disclosure is necessary to comply with such legal or contractual requirements), (v) comply with a request from Customer, or (vi) disclose the Data to a third party necessary to accomplish (i) through (v). CUSTOMER WARRANTS THAT IT HAS OBTAINED ANY NECESSARY CONSENT FROM ITS EMPLOYEES OR ANY OTHER THIRD PARTIES TO COMPLY WITH ANY APPLICABLE PRIVACY LAWS OR CONTRACTUAL AGREEMENTS WITH SUCH EMPLOYEES OR THIRD PARTIES AND TO PERMIT DEALER TO ACCESS AND USE THE DATA AS SET FORTH IN THESE TERMS. Customer acknowledges and agrees that if it disallows Dealer access to and use of the Data, such action may prevent Dealer from providing remote machine diagnostics, remote machine servicing or other Sales, Services, or Software Licenses to Customer. Customer acknowledges that Dealer will have no obligation to contact Customer or otherwise provide Services to Dealer as a result of Dealer’s receipt of, or access to, Data, unless such obligation is separately stated in an Order. Dealer will have the right, but not the obligation, to store the Data indefinitely.

5.3 Restrictions on Disclosure. Other than as described in Section 7.2 and Dealer’s Privacy and Cookie Policies identified in Section 7.4, Dealer will not provide any of the Data in a form that is capable of being personally identified with Customer except as follows: (i) to third parties upon the explicit consent, authorization or request of the Customer, (ii) to third parties assisting Dealer in the provision, administration, and management of Dealer’s products and services generally, (iii) to third parties that support Dealer’s business operations or provide marketing or advertising services on Dealer’s behalf, (iv) to comply with or enforce legal or contractual requirements (or based upon Dealer’s good-faith belief that disclosure is necessary to comply with such legal or contractual requirements), (v) to protect Dealer’s rights or property, (vi) to enforce these Terms or any Order, or (vii) as otherwise permitted in Dealer’s privacy policy(ies), if any, or similar guidelines or policies as amended or updated by Dealer.

5.4 Website. Dealer’s website may contain additional terms and conditions applicable to users of such website, including Dealer’s Privacy and Cookie Policies. In the event of any conflict with such other terms, these Terms shall control with regard to any of Customer’s activities to the extent such activities are related to an Order, Sales, Services, or Software Licenses. Dealer also refers Customer to manufacturer’s website and policies, if any, pertaining to manufacturer’s policies related to Data.

SECTION 6. SECURITY INTEREST; DAMAGE TO CUSTOMER’S EQUIPMENT.

6.1 Security Interest. To secure the payment of all amounts due or to become due under any Order or otherwise, and also to secure all other indebtedness, obligations or liabilities of the Customer to Dealer or an Affiliate, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising, including all future advances or loans which may be made at the option of the Dealer (collectively, all of the foregoing shall hereinafter be called the “Obligations”), Customer hereby grants a security interest to Dealer (the “Security Interest”) in Customer’s equipment, parts, accessories, supplies and any other goods subject of any Sales, Services, or Software Licenses (for purposes of this Section referred to collectively as the “Equipment”).

6.2 Enforcement of Security Interest. Customer agrees that, upon Customer’s failure to make any timely payment to Dealer under an Order, Dealer has the option to declare any and all Obligations of Customer to Dealer immediately due and payable without notice or demand and may enforce its Security Interest pursuant to the Uniform Commercial Code provisions in the laws of the state identified in the “Governing Law; Venue” provision below, and Dealer is not responsible for any loss or damage to the Equipment that may occur while it is in the possession of Dealer, including loss or damage due to weather events, theft, vandalism, or the negligent acts or omissions of Dealer or its employees, agents and contractors.

6.3 Storage Fees. Customer agrees that Dealer has no obligation to store Equipment indoors, underneath a covered area (or otherwise protect it from the elements) or in a secure area and acknowledges that Dealer has no responsibility to Customer for deterioration in the condition of the Equipment due to its storage or possession by Dealer. If Dealer stores Customer’s Equipment on Dealer’s property for more than 30 days after Customer has been advised in writing or verbally that Dealer’s work on such Equipment has been completed, Customer consents to and agrees Dealer may charge, and Customer agrees to pay, Dealer a storage fee of $20 for each day, or up to the maximum amount allowable by law, until Customer pays for and picks up the equipment. Customer agrees that all storage costs and Dealer’s costs and expenses in collecting payment for Dealer’s work and/or enforcing the Security Interest or any related lien, including reasonable attorneys’ fees, costs of sale, advertising costs and any repairs to the equipment to improve it prior to sale, will be secured by the Security Interest.

6.4 Exclusive Possession and Sale of Equipment. In the event of any default of these Terms, including failure by Customer to pay all amounts due under an Order, Dealer shall have the right to take immediate and exclusive possession of the Equipment and every part thereof, wherever it may be found, and also may enter any of the premises of the Customer, with or without process of law, without force, wherever the Equipment may be, or be supposed to be, and search for the same, and if found, to take possession of, and remove and sell, and dispose of, such Equipment, or any part thereof, at public auction or private sale, with or without notice for cash or on credit, as the Dealer may elect at its option. Dealer reserves the right to bid and become the purchaser at any such sale. The Customer shall remain liable for any deficiency resulting from a sale of the Equipment and shall pay any such deficiency forthwith on demand. Customer specifically waives any right to judicial proceeding prior to Dealer's exercise of its right of repossession. From time to time upon Dealer’s request, Customer will execute such financing statements or other documents that Dealer may request to evidence or perfect the Security Interest granted herein. The Security Interest is in addition to, and not in lieu of, any additional rights or remedies Dealer may have due to Customer’s non-payment under any Order or otherwise, including any rights or remedies in connection with repair liens, mechanic’s liens or similar liens granted to Dealer under applicable law.

SECTION 7. ELECTRONIC CONTRACTING; ONLINE ACCOUNT; AND COMMUNICATION.

7.1 Electronic Contracting. Customer consents to contract electronically with Dealer for subsequent Sales, Services or Software Licenses that Customer requests in accordance with these Terms and understands that Customer is entering into a legal agreement by agreeing to an Order and intends to be legally bound by such agreement. Any termination of Customer’s consent to conduct business electronically shall not affect the legal enforceability of any Order provided to Customer prior to such withdrawal.

7.2 Online Account. If Dealer provides an online account to Customer, Customer agrees that it will provide accurate and complete information and is responsible for safeguarding access to and the confidentiality of such account and any login credentials related to the same. Customer agrees to notify Dealer if Customer becomes aware or suspects any unauthorized use or potential use by any third party to such online account. Customer is solely responsible for any claims, losses, damages, expenses and costs incurred by each and every use of Customer’s login credentials. Dealer shall be entitled to rely on any representation or consent obtained using the proper credentials from Customer’s online account prior to receipt of any notice of such unauthorized use of Customer’s online account. Dealer reserves the right to reset any login credentials as deemed necessary by Dealer. Dealer shall have no liability or responsibility to monitor the use of Customer’s user name and password.

7.3 Electronic Communication. Customer agrees that Dealer may provide communications related to any Sales, Services or Software Licenses in electronic form including: (1) via e-mail; (2) Customer’s online account; (3) via text message or mobile message service; or (4) other electronic methods. With respect to such communications, Customer’s carrier or provider may charge Customer a fee for receiving such communications which are solely Customer’s responsibility. Customer may opt out of electronic communications by contacting Dealer at pgarrett@king-ranch.com. Any withdrawal of Customer’s consent to receive electronic communications will be effective only after a reasonable period of time for Dealer to process such withdrawal.

7.4 Right to Request Copy of Terms. Customer may request in writing to receive a copy of these Terms and, subject to Dealer’s retention policies, Customer’s Orders.

SECTION 8. GENERAL PROVISIONS.

8.1 Binding Nature of Agreement; Assignment. All the terms and provisions of these Terms (including each Order) will be binding upon and will inure to the benefit of the parties and their respective successors, heirs, personal representatives and permitted assigns. Neither party may assign, delegate or transfer to any third party its rights or obligations under these Terms (including any Order) without the prior written consent of the other party; provided, however, that Dealer may assign any Order (and its rights and obligations under these Terms) to any purchaser of its assets for its entire business or any business location of Dealer from which Sales, Services, or Software Licenses under any Order or these Terms are provided. Notwithstanding the foregoing, Dealer shall be allowed to delegate its responsibilities or otherwise use its affiliates, contractors and business partners to ensure completion of the Sales, Services and Software Licenses under any Order.

8.2 Independent Contractor Status. Dealer is an independent contractor for each Order, and nothing herein creates, or will be construed to create, a partnership, joint venture, agency or employment relationship between Customer and Dealer or between Customer and any of Dealer’s employees or contractors. Neither Dealer nor Customer will have authority to enter into agreements of any kind on behalf of the other, or otherwise bind or obligate the other in any manner to any third party, by virtue of the relationship contemplated by any Order or these Terms.

8.3 No Third Party Beneficiaries. The terms and provisions of every Order, including these Terms, are intended solely for the benefit of each party and their respective successors, heirs, personal representatives and permitted assigns and it is not the intention of the parties to confer thirdparty beneficiary rights upon any other individual or entity.

8.4 Governing Law; Venue. The terms and provisions of every Order, including these Terms, will be governed by and will be construed, interpreted, and enforced in accordance with the laws of the State of Texas, without reference to principles of conflicts of law. All disputes arising out of or relating to an Order, or the breach or default under any Order, will be determined solely by a state or federal court located in the State of Texas, and the parties hereby consent to the exclusive jurisdiction of those courts.

8.5 Force Majeure. Except for Customer’s payment obligations under each Order, as set forth in the Order or these Terms, neither party is liable for its failure or delay to perform its obligations under any Order or these Terms due to strikes, wars, revolutions, acts of terrorism, fires, floods, explosions, earthquakes, parts or labor shortages, government regulations, GPS signal or service loss or errors, or other causes beyond its reasonable control, however, that in any such event both parties agree to make a good faith effort to meet their respective obligations hereunder.

8.6 Amendments. These Terms may be amended by Dealer at any time, with or without notice. Any amendment to these Terms shall apply to any Orders entered into after the effective date of such amendment and may retroactively apply to prior Orders by a written agreement between Customer and Dealer. Any Order, including any term or condition of these Terms that was incorporated into such Order, may only be amended, superseded, cancelled, renewed or extended, and the terms hereof may only be waived, by a written instrument signed by Customer and Dealer or, in the case of a waiver, by the party waiving compliance.

8.7 Notices. All notices required under any Order or these Terms will be in writing and will be delivered by hand or overnight courier service, by certified mail, or sent by confirmed fax, using the recipient party’s address as set forth in an Order or these Terms; provided, however, that any notice to Customer required or deemed advisable by Dealer may, when permitted by law, be sent by Dealer to Customer at the primary email address associated with Customer’s account as of the date of the notice unless Customer has opted out of electronic communications pursuant to Section 10.3. A party may change its contact information for notice by sending written notice to the other party pursuant to this Section. All notices and other communications given to a party in accordance herewith will be considered to have been given on the date of receipt.

8.8 Miscellaneous. Each Order, including these Terms as incorporated therein, contains the entire agreement among the parties with respect to the subject matter thereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions, express or implied, oral or written, with respect to that subject matter. The express terms of an Order control and supersede any course of performance or usage of trade inconsistent with any of the terms hereof. If Dealer prevails against Customer, in whole or in part, in any action to enforce any provision of these Terms, Dealer shall be entitled to its reasonable attorneys’ fees and other costs. No failure or delay by any party in exercising any right, power, or privilege under an Order will operate as a waiver of any right, power, or privilege hereunder. No waiver of any default on any one occasion will constitute a waiver of any subsequent or other default. No single or partial exercise of any right, power, or privilege will preclude the further or full exercise thereof. Each and every term and provision of an Order, including the terms of these Terms, will be considered severable, and the invalidity or unenforceability of any one or more of the provisions will not affect the validity and enforceability of the other provisions of such Order. An Order may be executed in one or more counterparts and each counterpart with a mark demonstrating intent to be bound by the terms thereof, whether an original handwritten signature, electronic acknowledgement, or any other mark accepted to bind parties to an agreement under the laws of the state identified in the “Governing Law; Venue” provision above is considered an original and all counterparts shall constitute one and the same instrument.