Pantero, Inc. General Sales and Project Terms and Conditions (“Terms”)

These Terms govern Pantero’s sales of Goods, installation, engineering coordination, freight, and related Services. The accepted quotation or order confirmation identifies the specific scope, price, and payment schedule. The provisions for each activity apply only where relevant.

1.     Parties Scope and Agreement

“Pantero” means the Pantero entity identified as seller on the accepted quotation, order confirmation, or invoice. “Customer” means the purchaser. “Goods” means products sold by Pantero, including packaging, janitorial, safety, warehouse, shelving, pallet racking, mezzanine, platform, and office products. “Custom Goods” means Goods manufactured, fabricated, finished, painted, coated, configured, or modified specifically for Customer, including customer-selected nonstandard colors, finishes, dimensions, materials, or specifications, even when the underlying product is otherwise standard. A selection among ordinarily stocked standard options does not by itself make Goods custom. “Services” means installation, engineering coordination, or other services expressly included in an accepted quotation. “Order” means the accepted transaction for Goods, Services, freight, or any combination of them. “Agreement” means these Terms, the accepted quotation or order confirmation, approved drawings where applicable, and signed change orders. A separately identified affiliate is bound only if it is the named seller or expressly signs the Agreement.

These Terms apply to online and offline Orders. Provisions concerning installation, engineering, or site work apply only when that activity is included. Specific conflicting scope, price, schedule, or payment provisions in an accepted quotation or signed agreement control; these Terms otherwise control. Customer purchase order, portal, acknowledgement, or other standard terms are rejected unless an authorized Pantero representative expressly agrees to particular terms in a signed writing. Pantero’s performance does not accept them. Amendments apply only to Orders accepted after the amendment is communicated or posted and do not retroactively change an existing Agreement. Customer acceptance is governed by Section 20.

2.     Orders and Pricing

A Customer order is an offer. An automated receipt or acknowledgement is not acceptance; Pantero accepts by written confirmation or shipment. Pantero may refuse or cancel an order before acceptance, including for pricing or description errors, inventory shortage, credit concerns, suspected fraud, supplier interruption, or events beyond its reasonable control. Quotations expire on the stated date or after 30 days if none is stated. Prices are in U.S. dollars and exclude applicable taxes, freight, unloading, permits, and other charges unless expressly included. Customer is responsible for applicable sales, use, and excise taxes, duties, and surcharges and must provide a valid exemption certificate before invoicing if claiming exemption.

If Pantero discovers a material good-faith clerical or specification error after acceptance but before shipment or substantial performance, it will notify Customer promptly and offer a corrected price or cancellation of the affected portion with refund of amounts paid for that portion. Other post-acceptance changes require a written agreement or a change order under Section 10. Customer cancellation is governed by Section 13 for standard Goods or Section 14 for committed Goods and Services, as applicable.

3.     Payment Credit and Payment Holds

Payment is due as stated in the accepted quotation, confirmation, or invoice; approved open-account terms are net 30 days from invoice unless stated otherwise. Pantero may modify, reduce, suspend, revoke, or withdraw credit terms for future Orders and require advance payment, cash on delivery, security, or other payment assurance based on Customer’s payment history, financial condition, creditworthiness, or market conditions. For an already accepted Order, Pantero may require commercially reasonable adequate assurance and suspend affected performance as permitted by applicable law when payments are overdue or reasonable grounds arise for insecurity about Customer’s performance; Pantero will give a written demand identifying the grounds and requested assurance. These rights do not permit arbitrary changes to the agreed payment schedule. Pantero may withhold procurement, fabrication, shipment, or installation until payment or assurance required by the Agreement is received. These changes do not alter a payment already due.

An overdue amount accrues a finance charge of 1.5% per month or the maximum lawful rate, whichever is less, after its due date. Customer shall pay undisputed amounts when due and notify Pantero in writing of a good-faith invoice dispute with reasonable detail within 10 business days after receipt; an invoice dispute does not excuse payment of an undisputed amount. Pantero may suspend future shipments or performance for nonpayment or reasonable grounds for insecurity, with written notice where practicable. Except where mandatory law permits otherwise, Customer shall not offset alleged damages, deduct unrelated claims, or withhold payment of undisputed invoices because of a dispute concerning another order. The limited right to withhold a reasonably attributable disputed amount under Section 12 remains subject to applicable law. Customer shall reimburse reasonable costs of collection, including reasonable attorneys’ fees, subject to Section 19 and applicable law.

The accepted quotation or signed agreement states the deposit, shipment payment, final payment, and any other payment milestones and due dates; these Terms do not establish their amounts or substitute a different schedule. Pantero need not begin engineering, procurement, fabrication, or other work before a required deposit is received. If a required undisputed milestone payment is not received when due, Pantero may immediately put the affected engineering, procurement, fabrication, shipment, or installation on hold by written notice until payment is received in cleared funds. A good-faith amount lawfully withheld under Section 12 and reasonably attributable to the disputed item does not by itself constitute nonpayment permitting a hold; all undisputed amounts remain due, and other contractual or lawful grounds for suspension remain available. Pantero need not advance its own funds to continue a delinquent Order. The schedule extends for the delay and reasonable restart time, and Customer shall pay reasonable documented standby, storage, freight, supplier escalation, and remobilization costs caused by the hold, without duplicate recovery. Pantero may request adequate assurance of future payment before resuming. A deposit is a credit against amounts owed and is not automatically forfeited upon cancellation.

4.     Shipment Delivery and Risk

Unless the accepted quotation states a different term, goods shipped by a third-party carrier are FOB Pantero’s or its supplier’s shipping point (UCC usage), and title and risk of loss pass upon tender to the carrier. For delivery on Pantero’s own truck, title and risk pass upon tender at the stated delivery location before unloading. Customer is responsible for unloading, receiving, access, freight, and applicable delivery surcharges unless expressly included. Incoterms apply only if expressly stated in the quotation. Delivery and completion dates are estimates, subject to timely approvals, site readiness, supplier performance, and events beyond reasonable control. Pantero will communicate known material schedule changes.

Customer shall inspect deliveries promptly, note apparent carrier damage on the delivery receipt, and preserve packaging for inspection and carrier claims. Section 5 governs notices of shortage, damage, or nonconformity and the applicable goods remedies.

5.     Returns Inspection and Goods Remedies

Customer must request a Pantero return merchandise authorization (RMA) within 15 days after delivery; a timely request remains eligible for consideration even if Pantero issues the RMA after that period. No goods may be returned without an issued RMA. This process applies to eligible standard, uninstalled Goods. The RMA must identify the Goods and authorized credit. A return does not cancel the remaining Order or discharge payment for engineering, Services, nonreturnable Goods, or commitments. Cancellation of committed work is governed by Section 14, with any return credit applied without double recovery. Pantero’s RMA will state the return shipping deadline and any restocking fee. Eligible goods must be unused, in new and resalable condition, and in original packaging. Custom Goods, cut-to-size, special-order, installed, used, sanitary or PPE Goods, and Goods designated final sale or nonreturnable cannot be returned absent Pantero’s written agreement or a legal remedy for defective or nonconforming Goods. This includes Goods specially painted, coated, or finished to an approved customer-selected nonstandard color, finish, or specification. Pantero will identify Custom Goods and their nonreturnable status in the quotation, confirmation, or online product description presented before Customer accepts. Customer shall approve the relevant custom specifications in writing before custom work or procurement proceeds. A change of preference after approval is not a defect; an actual failure to conform to the agreed specifications remains subject to the goods remedies below. Customer pays return freight; original freight and handling are not refundable. Pantero may impose a restocking fee stated in the RMA, accepted when Customer ships the goods for return. After inspection, an approved refund is issued in U.S. dollars, less applicable charges, to the original payment method where practicable. Defective or nonconforming goods claims are governed by the following paragraph, not this discretionary return process.

Customer shall inspect delivery promptly, record apparent carrier damage on the receipt, preserve packaging, and give Pantero written notice of apparent shortage, damage, or nonconformity within five business days after delivery. A latent defect shall be reported promptly after discovery. Failure to give timely notice constitutes acceptance of observable conditions to the extent permitted by law, without eliminating a covered latent defect or nonwaivable right. Pantero may inspect a claimed defect and, for a valid claim, at its option repair, replace, supply the shortage, or refund the price of the affected goods. Those are Customer’s exclusive remedies for a goods claim to the extent permitted by law and subject to any express workmanship warranty in Section 6. A remedy that fails of its essential purpose remains subject to applicable law.

6.     Product and Installation Warranty

Third-party products carry only transferable manufacturer warranties, if any. Except for Pantero’s express installation workmanship warranty in Section 6 and rights that cannot be waived, Pantero makes no additional warranty. TO THE MAXIMUM EXTENT PERMITTED BY LAW, PANTERO DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. No employee or representative may extend a warranty without an authorized signed writing. Customer is responsible for determining whether goods are suitable for its intended use, environment, loads, regulatory requirements, and performance expectations. Goods shall conform to the descriptions and specifications expressly included in the accepted Agreement, subject to its disclosed tolerances and limitations. Informal recommendations, suggestions, and assistance do not create an additional performance guarantee beyond the Agreement or any express warranty arising under applicable law. Nothing excludes a right that applicable law does not permit the parties to waive.

Pantero warrants installation workmanship performed by Pantero or its installation subcontractors under the Agreement for one year after substantial completion and, after prompt written notice and reasonable access, will correct covered defective workmanship at its expense. It may repair or replace a covered part or reperform work. This warranty excludes normal wear, misuse, overloading, impact, unauthorized alteration, improper maintenance, failure to inspect or operate under instructions and posted capacities, and conditions outside Pantero’s scope, except to the extent caused by Pantero. Customer shall give Pantero a reasonable opportunity to inspect and correct covered workmanship before hiring others to perform corrective work, except reasonable emergency measures necessary to protect persons or property. Costs of unauthorized corrective work are not reimbursable under this warranty except where required by law. The preceding paragraphs govern other warranties.

7.     Scope and Engineering Responsibilities

Pantero furnishes only goods, design, engineering, permits, installation, and other work expressly listed in the accepted quotation and change orders. Concept layouts rely on Customer’s dimensions, loads, operations, and site information. Customer shall verify intended use, load data, building conditions, utilities, floor slab and anchors, seismic and fire requirements, clearances, and interfaces, and identify errors or changes promptly. Pantero will perform its expressly agreed work with reasonable care and skill. Pantero uses outside engineering firms for structural engineering and does not undertake licensed structural engineering or provide a guarantee of engineering accuracy or structural performance. Structural calculations, stamped drawings, and other licensed professional services, when included, shall be provided by an appropriately licensed outside engineering firm exercising the ordinary professional standard of care applicable to comparable services. Pantero’s layouts and preliminary information are not a substitute for that firm’s structural approval. If Customer contracts directly with an engineer, Customer is responsible for obtaining and providing the required approved engineering information. Pantero remains responsible for its own negligent acts or omissions and obligations expressly undertaken, and this allocation does not exclude liability for others where applicable law imposes it. Customer approval does not excuse Pantero’s own errors. A licensed engineer’s stamp, engineer of record, permit application, government approval, fire-suppression changes, and coordination of other trades are excluded unless expressly included. Neither party may operate or load a system beyond posted or approved capacity. Customer obtains operational authorization outside Pantero’s express scope.

8.     Drawings and Approvals

Customer shall review approval drawings within the stated period, or promptly if none is stated. Written approval authorizes procurement and fabrication to the approved configuration and loads. Later Customer revisions require change orders. Approval delays extend the schedule and may result in costs under Section 11. Pantero will notify Customer of discrepancies it discovers rather than knowingly proceed with defective information.

9.     Site and Installation

When installation is included, Customer shall provide a safe, clear, accessible work area, suitable floor and dock access, utilities, lighting, staging and storage, and coordination with other trades. Customer shall disclose known hazards, embedded utilities, access limits, and site rules before mobilization. Pantero controls its personnel and work methods and is responsible for applicable safety rules for its work; Customer is responsible for its premises and other contractors. Concealed or materially different conditions and standby due to site readiness are handled under Sections 10 and 11.

10.     Equipment and Change Orders

The quotation shall identify any forklift or scissor lift equipment Customer is required to provide when that requirement is reasonably foreseeable. Customer-provided equipment must meet applicable OSHA and site requirements and manufacturer ratings. An unforeseen equipment requirement or a change in responsibility for providing equipment shall be handled under the change-order provisions below, except urgent safety or protective measures permitted there. Forklifts must have at least 4,000 lb rated capacity and adequate capacity at the actual load center and lift height. Scissor lifts must have adequate platform capacity and working height. If Customer fails to provide suitable equipment it agreed to provide, Pantero may, after notice, arrange rental at additional reasonable cost, including delivery, pickup, fuel, and related costs, unless expressly included. Other additional rental charges require the applicable change order.

A change in quantities, layout, loads, specifications, site conditions, access, schedule, engineering, or installation scope requires a written change order describing price and time effects, approved by both parties before changed work proceeds. For urgent safety or protective work, Pantero will give prompt notice and obtain written direction where practicable. Pantero is not required to perform unapproved changed work.

11.     Delay and Suspension

If Customer delays approvals, access, payment, or required information, Pantero may extend the schedule by the impact and reasonable remobilization period and recover reasonable documented standby, storage, freight, escalation, and remobilization costs after written notice. If Customer suspension continues more than 30 days, Pantero may request a revised schedule and payment for completed work and incurred commitments or terminate the remaining scope under Section 14 after 10 business days’ written notice and opportunity to resume and provide adequate assurance. Pantero may suspend for material Customer breach after written notice and reasonable cure opportunity, except an immediate safety hazard or missed payment governed by Section 3. Pantero will take reasonable steps to mitigate costs.

12.     Completion Inspection and Punch List

For Goods supplied without installation, completion of the goods scope occurs at the shipment or delivery milestone specified in the accepted quotation, or, if none is stated, upon tender of those Goods under Section 4. For engineering coordination or other Services without installation, completion occurs at the milestone stated in the quotation or, if none is stated, upon delivery of the expressly agreed deliverables or performance of the expressly agreed Services. Goods delivery alone does not complete separately included unfinished Services. Separately priced or scheduled portions may reach their completion and payment milestones independently as stated in the quotation. A missing payment milestone shall be clarified in writing before performance. For an Order with installation, substantial completion occurs when the installation can be used for its intended purpose despite minor incomplete items. Customer shall inspect Goods and Services at the applicable completion milestone and give Pantero a written list of observable deficiencies within five business days. Pantero will correct covered deficiencies within a reasonable time. Customer use or failure to provide that list constitutes acceptance of observable work, subject to latent defects, the express warranty, and nonwaivable rights. Minor punch-list items do not postpone undisputed final payment; Customer may withhold only an amount reasonably attributable to a good-faith disputed item where law permits.

13.     Standard Goods Cancellation and Special Orders

For an Order consisting solely of standard Goods and freight, before shipment Customer may request cancellation. Pantero will confirm whether cancellation is possible and identify reasonable, nonrecoverable supplier cancellation, restocking, freight, handling, and other actual costs incurred in reliance on the Order, for which Customer is responsible subject to applicable law. Custom Goods and special-order Goods are subject to Section 14. Standard Goods expressly identified before acceptance as specifically committed to Customer and subject to Section 14 are also governed by that section. Other standard Goods remain subject to the cancellation process in this section. After delivery, Section 5 governs returns. Pantero may cancel an affected Order for a cause described in Sections 2 or 18 and refund payments for the cancelled portion, subject to amounts lawfully owed for Goods, work, or commitments already furnished or incurred.

14.     Cancellation of Committed Goods and Services

An accepted Order including installation, engineering, custom fabrication, other Services, Custom Goods, special-order Goods, or standard Goods expressly identified in the accepted quotation or order confirmation before Customer acceptance as specifically committed to Customer and subject to this section is a firm commitment. Custom Goods are nonreturnable under Section 5. If Pantero has not performed work or incurred commitments, the cancellation accounting shall reflect that fact; a nonreturnable designation alone does not automatically forfeit a deposit. If Customer cancels, abandons, or repudiates all or part of such an Order before the applicable completion milestone for a reason other than Pantero’s uncured material breach, Pantero may stop reasonably avoidable work and take commercially reasonable steps to reduce its loss. An enforceable cancellation schedule expressly stated in the accepted quotation controls. Otherwise the following accounting applies.

Customer shall pay the earned amount for conforming engineering coordination, project management, fabrication, goods, and services performed or furnished, valued at the applicable agreed prices or an objectively reasonable portion of the accepted price where not separately priced; reasonable noncancelable supplier and subcontractor commitments and cancellation, storage, and demobilization costs; and Pantero’s reasonable lost profit, including reasonable allocable overhead where recoverable, on the unperformed canceled work to the extent permitted by applicable law. The accounting shall exclude avoided costs, duplicate charges for commitments already included in earned amounts, and duplicate profit or overhead, and shall credit net recoveries from reasonable resale or reuse. Section 16 does not exclude recovery under this section. Pantero shall provide a reasonably itemized accounting. Deposits and other order payments are credited against the amount owed; any excess shall be refunded within 30 days after final accounting, and any balance is due within 30 days after invoice. Pantero may retain goods and materials it has procured or fabricated unless otherwise agreed, subject to applicable law and credit for recoveries.

If Pantero materially breaches, Customer shall give detailed written notice and allow 30 days to cure. If the breach cannot reasonably be cured within that period, Pantero shall have additional reasonable time only if it begins the cure within those 30 days and diligently continues it. Customer may terminate affected unperformed scope without a Customer cancellation charge if Pantero fails to cure within the applicable period, fails to begin the longer cure on time, or fails to diligently continue it, while paying for conforming work it elects to retain and preserving lawful remedies. Nothing requires payment beyond amounts recoverable under applicable law.

15.     Ownership of Documents and Confidentiality

Pantero retains its preexisting methods, drawings, layouts, calculations, and other design documents. After payment in full, Customer receives a nonexclusive license to use final order documents solely to construct, operate, maintain, and repair the particular installation or undertaking, subject to third-party restrictions. Reuse at another site requires written consent. Each party shall protect the other’s identified confidential nonpublic information with reasonable care and may disclose it to people who need it for the Order subject to appropriate duties. Public information and information independently developed or lawfully received are excluded.

16.     Liability and Indemnity

TO THE MAXIMUM EXTENT PERMITTED BY LAW, PANTERO’S TOTAL AGGREGATE LIABILITY ARISING FROM OR RELATING TO AN ORDER SHALL NOT EXCEED THE TOTAL ACCEPTED PRICE OF THAT ORDER BEFORE TAXES AND FREIGHT, INCLUDING APPROVED CHANGE ORDERS. Claims concerning multiple orders are subject to the cap for each affected order, without stacking or multiplying a cap for multiple claims under the same order. Neither party is liable to the other for indirect, incidental, special, exemplary, punitive, enhanced, or consequential damages, including lost profits or revenue, lost opportunity, production or downtime, rework, recall, goodwill, business interruption, or third-party liquidated damages, regardless of theory or notice of the possibility of loss, except amounts payable to a third party under an express indemnity in Section 16.

These limits do not restrict Customer’s payment obligations; liability for fraud, willful misconduct, or gross negligence; bodily injury or property damage caused by a party’s negligence to the extent a limit is prohibited by law; or liability that cannot lawfully be limited. The cap applies to Pantero’s contractual indemnity obligations and associated reimbursable defense costs under Section 16, subject to the exceptions above and mandatory law. Neither the cap nor the damages exclusions restrict Customer’s amounts owed for goods or services, cancellation charges, collection expenses, indemnity obligations, or Pantero’s reasonable overhead and recoverable lost profit under Section 14. No recovery may duplicate another recovery. This Agreement does not limit rights of a third party who is not bound by it.

Customer shall indemnify, defend, and hold harmless Pantero and its affiliates, officers, employees, and agents against third-party claims, losses, damages, liabilities, and reasonable defense costs and attorneys’ fees to the extent arising from Customer’s misuse, overloading, alteration, improper storage or handling of goods or installed systems; Customer’s acts or omissions at its site; breach of applicable law or these Terms; or infringement based on Customer-supplied designs, data, specifications, or materials, except to the extent caused by Pantero’s own negligence, willful misconduct, or supplied or altered infringing element. Pantero shall indemnify Customer against third-party claims for bodily injury or tangible property damage only to the extent caused by negligent acts or omissions of Pantero or persons for whom Pantero is legally responsible in performing installation, excluding Customer’s and other parties’ shares of fault. This provision does not make Pantero responsible for a third-party claim solely because it concerns an Order or for liability attributable to Customer’s acts, designs, or breach. It does not waive liability that cannot lawfully be excluded.

The indemnified party shall give prompt notice and reasonable cooperation; a failure of prompt notice reduces the obligation only to the extent of material prejudice. The indemnifying party may control the defense with qualified counsel, but may not settle a claim imposing an admission, nonmonetary duty, or unreleased liability on the indemnified party without its written consent, not unreasonably withheld. Defense arrangements and settlement authority under this section are subject to applicable rights of an insurer providing a covered defense. Neither party shall require Pantero to select counsel, admit liability, make voluntary payments, or settle a covered claim contrary to policy requirements without required insurer consent. Prompt notice and cooperation shall permit timely tender to applicable insurers. This provision does not guarantee coverage or condition an otherwise valid obligation on insurance availability. Indemnity obligations are subject to mandatory law of the work location.

17.     Liens and Security

Pantero reserves construction lien, payment bond, stop notice, and other security rights available under the law of the work location. No lien or bond right is waived except in a separate written waiver satisfying applicable law. Customer shall promptly provide the property address, owner and general contractor identities, notice of commencement, and other information reasonably needed for notices, liens, payment claims, and waivers. Conditional waivers may accompany progress payments. This clause does not create a lien where applicable law does not allow one, replace statutory notices or deadlines, or extend a right beyond applicable law.

18.     Events Beyond Control

Pantero is not liable for delay, allocation, failure to perform, or inability to supply caused by events beyond its reasonable control, including acts of God, severe weather, fire, flood, earthquake, epidemic, pandemic, governmental action, war, terrorism, civil unrest, labor disruption, transportation or carrier interruption, material shortage, supplier failure, import restriction, utility or telecommunications outage, or cyberattack. Pantero may reasonably allocate scarce inventory among customers, suspend affected work or shipments, and extend dates by the impact and reasonable recovery period. It will give notice when practicable and use commercially reasonable efforts to mitigate. Payment for goods or work already supplied and noncancelable commitments remains due. If material prevention continues for more than 60 days, Pantero may cancel the affected unperformed portion upon notice, with an accounting of work and commitments already incurred and no double recovery. Customer may terminate a materially prevented unperformed portion after 60 days upon notice, subject to that same accounting. Lack of funds or inability to pay is not an event beyond Customer’s control.

19.     Governing Law Disputes and Attorneys Fees

Michigan law governs without its conflict rules, except mandatory law applicable to a construction site, lien, or other nonwaivable matter in another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties shall first attempt to resolve a dispute through authorized representatives within 30 days after written notice, except where immediate action is needed to preserve a lien, collect a debt, seek provisional relief, or meet a filing deadline. Subject to the exceptions below, a monetary dispute with an Amount in Dispute below $50,000 shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules in Oakland County, Michigan. Applicable consumer rules and protections apply where required. Arbitration shall be before one arbitrator, with applicable AAA expedited procedures used where available. The parties may agree to a documents-only determination, subject to the arbitrator’s approval and applicable rules; hearings may be conducted remotely where permitted by those rules and directed by the arbitrator. Oakland County, Michigan remains the arbitration location unless otherwise agreed or required by law. Arbitration shall be individual; class and representative proceedings are waived to the extent permitted by law. A court with jurisdiction may enter judgment on the award.

“Amount in Dispute” means the aggregate monetary relief sought in good faith on related claims and counterclaims in the dispute, without counting the same alleged loss twice and excluding interest, attorneys’ fees, expert fees, arbitration fees, court costs, and other proceeding costs. Related claims arising from the same transaction or connected series of transactions shall be aggregated, including unpaid invoices being collected together. A party may not artificially split related claims or inflate relief to select a forum. A disputed invoice balance is counted before deduction of a disputed offset; an offset seeking relief for the same loss is not counted twice. Amounts paid or conceded to be no longer in dispute before commencement are excluded.

A monetary dispute with an Amount in Dispute of $50,000 or more, or a claim seeking nonmonetary relief such as an injunction or a declaration of substantive rights, shall proceed in court. A request solely for provisional relief in aid of arbitration or entry or enforcement of an arbitration award does not move the underlying monetary dispute to court. Either party may bring an eligible small-claims action. If arbitration is invalid or inapplicable, the court provisions below govern.

The threshold is measured at commencement. A later good-faith amendment or counterclaim that brings the Amount in Dispute to $50,000 or more requires the dispute to proceed in court, subject to applicable rules and law. The parties shall promptly notify the arbitrator and cooperate in seeking a stay or termination of arbitration and commencement of the court proceeding, avoiding duplicative adjudication. A later reduction does not change an established court forum unless the parties agree in writing. A court, rather than an arbitrator, shall decide a disputed threshold, aggregation, or forum question under this section. Seeking that determination does not waive arbitration of a dispute that belongs there. This section does not extend a filing deadline; parties shall take timely protective action as needed.

Court actions permitted under this section shall be brought exclusively in the state or federal courts serving Oakland County, Michigan, and each party consents to personal jurisdiction there, subject to mandatory venue for local real-property or lien claims and the small-claims exception. THE PARTIES WAIVE JURY TRIAL TO THE EXTENT PERMITTED BY LAW.

In any arbitration, litigation, collection action, or other proceeding to enforce or arising out of an Agreement, the prevailing party is entitled to recover reasonable attorneys’ fees, expert fees, arbitration fees, court costs, and reasonable collection expenses from the nonprevailing party, to the extent permitted by law. The tribunal shall determine the prevailing party and reasonable amount, including where each party prevails on some issues; it may determine that neither party prevailed overall. This provision does not require a consumer to pay fees or costs that mandatory law prohibits shifting.

Customer claims against Pantero arising from a sale of goods must be brought within one year after accrual to the extent Michigan UCC Section 440.2725 permits. This shortened period does not apply to Pantero’s payment, collection, cancellation, or other amounts-owed claims, which retain their otherwise applicable statutory limitation periods. Other claims have their otherwise applicable periods. No deadline shortens a claim where prohibited by law.

20.     Website Orders Accounts and Privacy

Before submitting any online Order, Customer shall be shown a conspicuous notice adjacent to the “Place Order” button linking these Terms and stating that clicking the button signifies agreement to them. Clicking “Place Order” after clear notice that the click signifies agreement to these Terms constitutes Customer’s assent to the version then presented; the order remains subject to Pantero’s acceptance under Section 2. Pantero will retain the applicable Terms version and recorded date and time of Customer assent with the order. For offline orders, the quotation or order confirmation shall attach or clearly link these Terms. Customer shall signify agreement through a signed or electronically accepted quotation, written acceptance expressly referencing these Terms, or another documented affirmative acceptance before Pantero begins engineering, procurement, or performance. Customer shall keep account credentials confidential, is responsible for activity under its account to the extent permitted by law, and shall maintain accurate contact and payment information. Pantero may restrict or terminate website access for misuse, fraud, security concerns, or inactivity.

Website content, trademarks, images, and software belong to Pantero or its licensors and may not be copied or commercially reused without written consent. Displayed inventory and website availability are not guaranteed. Personal information is handled under Pantero’s posted Privacy Policy, which does not change an accepted order.

21.     Pounce Rewards

PounceRewards™ is a promotional gift program governed by separately posted program rules. Qualifying Goods orders of $500 or more placed on pantero.com are eligible for a free gift selected by the Customer at checkout from the reward tier applicable to the qualifying cart total. Installation, engineering, freight, and taxes do not count toward that total. The selected gift is shipped with the Order. No points are earned, accumulated, or redeemed, and gifts have no cash redemption value except where required by law. The program rules govern eligibility, reward tiers, gift availability, substitutions, and the treatment of cancellations and returns. Pantero may modify or discontinue the program prospectively, but changes will not retroactively affect rewards selected for accepted qualifying Orders.

22.     Notices and General Provisions

Formal notices to Pantero shall be sent to Pantero, Inc., 164 Indusco Ct, Troy, MI 48083, and customerservice@pantero.com; notices to Customer go to the address and email in the accepted order. An email notice sent to the designated address is deemed received on the next business day unless the sender receives a delivery-failure notice; no read receipt or acknowledgement is required. The sender shall retain a transmission record and use another permitted method if delivery fails. Courier or certified-mail notice is effective upon delivery, documented refusal, or as otherwise required by mandatory law. Contract notice provisions do not replace statutory lien notices, service of process, or mandatory notice requirements. Routine approvals and change orders may be signed electronically; electronic signatures and counterparts are effective to the extent permitted by law.

Customer may not assign its rights or obligations under an Order without Pantero’s written consent, not unreasonably withheld, except to a successor in a sale of substantially all relevant assets that assumes its obligations. Pantero may assign to an affiliate or successor that assumes its obligations, subject to mandatory law.

The Agreement is the entire agreement for the accepted order and supersedes prior discussions about it. No waiver is effective unless written; delay in enforcement is not a waiver. If a provision is unenforceable, the remainder remains in effect and the provision is limited to the extent lawful. Provisions intended to survive, including payment, warranties, confidentiality, liability, indemnity, dispute resolution, document rights, and lien rights, survive completion or termination.