Terms & Conditions

GENERAL TERMS AND CONDITIONS OF SALE OF EQUIPMENT AND SERVICES

1. Acceptance of Terms and Conditions. All sales of equipment and services by Triad Laundry Equipment LLC (“Triad”) are expressly conditioned upon the application of these General Terms and Conditions of Sale of Equipment and Services (the “Terms and Conditions”). These Terms and Conditions become a part of and are incorporated into each and every Order approved and issued by Triad. Capitalized terms not otherwise defined are defined in Section 15 of these Terms and Conditions. Except as otherwise expressly provided, all purchase orders, acknowledgements, proposals, inquiries or other communications submitted by a prospective purchaser or a Purchaser with regard to the purchase of any item of Equipment from Triad, and/or any services which may be performed by Triad or by a third party are hereby rejected. A Purchaser may accept or acknowledge an Order which shall mean or constitute that Purchaser approves the terms, conditions, and contingencies contained in the Order. No purchase order, acknowledgment, proposal, inquiry or other communication submitted by a prospective purchaser or a Purchaser shall modify these Terms and Conditions, or govern any purchase of any Equipment or Service from Triad, nor shall any course of performance, course of dealing, or usage of trade operate as or constitute a modification or waiver of the terms of any Order, including these Terms and Conditions. All proposals or quotations prepared by Triad automatically expire thirty (30) days from its date, and any such proposal or quotations may be modified or withdrawn by Triad, at its sole discretion, at any time before receipt by Triad of Purchaser’s acceptance of an Order. Any order or acknowledgment submitted by a Purchaser to Triad after Purchaser’s receipt of an Order from Triad shall constitute the Purchaser’s approval of Triad’s Order, including these Terms and Conditions. No contract for the sale and purchase of any Equipment and/or Service is formed between Triad and a Purchaser until and unless Triad receives written or oral acceptance or an acknowledgement of approval from Purchaser of Triad’s Order.
2. Delivery and Shipping Terms. Unless otherwise agreed in writing by Triad, title to all Equipment sold by Triad, and the risk of loss relative to such Equipment shall pass to the Purchaser upon delivery by Triad of the Equipment to a carrier at the shipping point or the actual transfer of possession of the Equipment to the Purchaser, whichever is earlier. At Triad’s sole discretion, Purchaser must either: (a) pay all delivery costs and charges, or (b) pay Triad its standard shipping charges plus handling. Partial deliveries of Equipment by Triad to the Purchaser are permitted. If Equipment delivered does not correspond in quantity, type, or price to that as itemized in the Order, Purchaser must so notify Triad within ten (10) days of the date of receipt of the Equipment. All Equipment will be shipped Less Than Truckload (“LTL”) freight with lift-gate curb delivery, unless otherwise agreed to by Triad. Equipment will be wrapped in cardboard and shrink-wrapped, and photographs will be taken both before and after packing. If any Equipment appears to be damaged at the time of delivery, Purchaser must not sign the Bill of Lading and must refuse delivery. Upon signing the Bill of Lading, Purchaser accepts the condition of the Equipment as delivered. If Triad has expressly agreed to complete inside delivery of the Equipment, as described within the terms of Triad’s Order, the Equipment will be unloaded and moved inside the Purchaser’s commercial location and placed inside the door. Inside delivery does not include removing packaging and pallets to accommodate door sizes and door openings, delivering the Equipment up or down a flight of stairs, moving the Equipment over curbs, or removing any obstacles blocking or impacting the pathway of 2 delivery. Additionally, inside delivery does not include unpacking freight and removing any Equipment from the shipping pallets. Upon inspection of the premises at the time of the proposed delivery of the Equipment, notwithstanding the terms of any Order, Triad may, in its sole discretion, refuse inside delivery upon any identification of a safety concern or any concern over potential damage to Equipment or the commercial location.
3. Delays/Force Majeure. Delivery dates indicated on Triad’s Order are estimates only, and must not be construed as a guaranteed date of delivery. Triad shall not be liable for any defaults, damages, losses, or delays in completing any Order caused by conditions beyond Triad’s control, including but not limited to, acts of God, strikes, lockouts, boycotts or other labor troubles, war, riots, flood, government regulations, epidemics or pandemics, and/or delays by Triad’s suppliers or vendors in furnishing Equipment, materials, parts or supplies due to one or more of the foregoing or like causes.
4. Pricing/Payment/Credit Terms.
   1. Sale of Equipment by Triad. Equipment will be shipped F.O.B. place of shipment (Copley or Akron, Ohio). Payments for Equipment and/or Services including all shipping charges or delivery costs and other charges may be made by Purchaser via credit card, debit card, ACH, wire transfer, or check. All invoices paid by credit card or debit card are subject to an additional fee of 3% of the total cost before the additional fee. In such cases, the invoice from Triad will reflect a balance due equal to the total cost or amount for Equipment, Services and/or shipping, increased by 3%. If in its sole discretion Triad agrees to extend credit to a Purchaser, all balances not paid within thirty (30) days of the date of Triad’s Invoice will be subject to a monthly interest charge at a rate equal to 1.5% per month (or such lower rate as required by applicable law) calculated daily and compounded monthly on all overdue amounts until entire amount due, including interest, is indefeasibly paid in full. Purchaser must reimburse Triad for all costs incurred by Triad in collecting any late payments, including without limitation, attorneys’ fees and court costs.
   2. Price of Equipment. The purchase price of an item of Equipment does not include items that may be related to the Purchaser’s use and operation of the Equipment, such as coin boxes, structural bases, electrical wiring, drainage pipes and hoses, utility piping, and other water hoses (collectively, the “Related Items”). Items of Equipment that are identified or described by Triad as a “hard-mount” requires a structural base or concrete pad based upon the particular manufacturer’s specifications for its item of equipment. Furthermore, a manufacturer’s specifications for the operation and use of its equipment may also include specifications identifying the Related Items associated with its equipment, including drainage and the gauge of required electrical wiring. Upon request by Purchaser, such Related Items may be available for purchase from or through Triad. Upon request of a prospective purchaser, Triad will provide the purchaser with a cost quotation for the purchase of any Related Items and an estimated lead time for Triad’s acquisition of the Related Items that are not in stock at that time of the issuance of the Order by Triad. Purchaser understands that Triad’s acquisition of the Related Items cannot be guaranteed, and subject to any applicable law, a Purchaser expressly waives and relinquishes any right to cancel an Order or to hold Triad responsible or liable for a damage or loss incurred by Purchaser if Triad’s acquisition of the Related Items 3 extends beyond the estimated lead time communicated to Purchaser under any Order issued by Triad to the particular Purchaser.
   3. Payment Terms – Equipment. Payment terms will be as specified in writing from time to time by Triad. Triad reserves the right to change the Purchaser’s payment or credit terms from one purchase to a next purchase by the Purchaser at any time and for any reason. A nonrefundable deposit equal to 25% of the total amount due Triad (the “Deposit”) must be paid by Purchaser within 48 hours of accepting Triad’s Order in order to secure and obtain the Equipment described within the Order. If the Deposit is not paid within 48 hours, Triad reserves the right to cancel the Order and, at its option, pursue an alternate purchaser for such Equipment or any item of Equipment. Due to supply chain challenges and other issues, in certain situations, Triad may be unable to ship or arrange for shipment to Purchaser items of Equipment for an extended period of time after the date of Triad’s invoice. In these situations, Purchaser must pay the remainder of the purchase price within thirty (30) days of the date that Triad informs Purchaser that it has received notice from the supplier or vendor that the particular item of Equipment has been shipped or is in the process of being shipped to Triad. If an invoice from Triad is not paid in full by the Purchaser within thirty (30) days of the date of the Invoice or, as applicable, within thirty (30) days of the date that Triad notifies Purchaser that the item is being shipped by the supplier or vendor to Triad, the entire Deposit will be forfeited by Purchaser, unless Triad expressly agrees otherwise. Except as otherwise expressly approved by Triad, the full payment of the invoiced amount must be received by Triad prior to any shipment of the Equipment to Purchaser. If payment is made by check by Purchaser, Equipment will not be shipped until full payment has been cleared by Triad’s financial institution.
   4. Installation Services. If Triad agrees to install any item of Equipment at Purchaser’s location, the terms of the Services to be provided by Triad, including but not limited to the scope and the hourly labor rate per person, will be detailed in the Order issued by Triad. The installation will be completed in accordance with the installation instructions and specifications of the manufacturer of each item of Equipment purchased by Purchaser. The Services may include, as applicable, the connection of each item of Equipment to the outlet for each gas or propane, electrical, water, and drain supply (each a “Utility”, and collectively the “Utilities”), provided that the particular outlet for each Utility is located within four feet of the proposed location of each item of Equipment. If the required Utility outlet is more than four feet from the proposed location of the particular item of Equipment (a “Non-Conforming Appliance Location”), the scope of Triad’s services will be limited to mounting and anchoring the particular item of Equipment without connecting the Equipment to the outlet of each Utility. In connection with each installation of Equipment, Purchaser shall be responsible for the timely installation or furnishing of each required outlet, connector and vent within four feet of the location of the item of Equipment, in compliance with all applicable local building codes and regulations, concerning each Utility. Upon completion of Purchaser’s preparatory work, Triad will attach the Equipment to the particular outlet, connector or vent, using new electrical cabling, piping or tubing based upon the then applicable requirements of the then current zoning codes and regulations, and the instructions and specifications issued by the manufacturer of the particular item of Equipment effective at the time of installation. Triad will not be responsible for any carpentry, plumbing or electrical 4 modifications at Purchaser’s location to enable the operation and use of each item of Equipment, and Triad will not be responsible for correcting or adjusting any Non-Conforming Appliance Location. Triad does not guarantee and shall have no responsibility or liability for the performance and/or the quality of the workmanship of any third party installer of any item of Equipment.
   5. Payment Terms – Services. The scope, the hourly labor rate per person, and the other terms and conditions of the Services will be detailed within the Order issued by Triad. Purchaser must pay in full the amount due for Services on the day that the Services are performed. A credit card must be provided by Purchaser to Triad prior to Triad’s arrival at the Purchaser’s location. There will be no trip fee for a Purchaser located within 10 miles of Triad’s location in Copley, Ohio. If the Purchaser’s location is more than 10 miles from Triad’s location in Copley, Ohio, there will be a separate trip fee shown on the Order that that must be paid in full by Purchaser on or before the date that Services are performed. Relative to the Services, the Purchaser will be charged an hourly labor rate per person stated on the Order. The Purchaser will pay the hourly labor rate per person commencing upon Triad’s arrival time at Purchaser’s facility and ending upon Triad’s departure time from Purchaser’s facility. If Purchaser fails to provide Triad with immediate access to Purchaser’s facility, and Triad must wait to gain access, the hourly labor rate charged to Purchaser will commence at the time of Triad’s arrival at Purchaser’s facility, notwithstanding Purchaser’s failure to provide Triad with immediate access. The parties may agree to Services that will be provided by Triad at a “flat-rate,” which “flat-rate” and the scope of the services shall be more fully described in the Order. If a “flat-rate” Service charge is agreed upon by the parties, and a representative of Triad is required to wait at the Purchaser’s location to gain access, a reasonable hourly rate charge, in addition to the “flat-rate,” will be due and payable from the Purchaser to Triad in an amount equal to the nearest quarter hour from the agreed upon meeting time to the time that Triad’s Services commence at the Purchaser’s facility.
   6. Taxes and Late Payment (All Sales of Equipment and Services). Upon any duty, tax, excise, fee or other charge or any increase thereof now or hereafter imposed by applicable law upon the production, storage, installation, withdrawal, sale, transportation or delivery of the Equipment should occur, then such aggregate amount shall be timely paid by the Purchaser to Triad in addition to the price quoted in the Order by Triad.
   7. Disputes Involving an Invoice. If Purchaser disputes any invoice or any portion thereof, Purchaser shall notify Triad in writing within thirty (30) days of receipt of Triad’s invoice, detailing the reason for the dispute, and Purchaser must pay all undisputed amounts. All charges not timely disputed in writing shall be deemed to be undisputed and such undisputed amounts shall be due and payable as set forth in these Terms and Conditions. The parties shall use best efforts to reasonably resolve all disputed amounts as quickly as possible.
5. Warranties on Equipment.
   1. A. New Equipment. With regard to new Equipment manufactured by Speed Queen by Alliance Laundry Systems, LLC (“Speed Queen”) and sold by Triad, Speed Queen will issue a limited warranty, conditioned upon Purchaser timely registering its limited warranty with Speed Queen after the date of Purchaser’s receipt of the Equipment. Triad will provide Purchaser with a copy of Speed Queen’s limited warranty upon request by Purchaser. All new items of Equipment sold by Triad are sold with the warranties provided by the manufacturer of such Equipment and no other warranties\
   2. Reconditioned Equipment. Items of Equipment that have been reconditioned by Triad (the “Reconditioned Equipment”), are used Equipment, and Reconditioned Equipment may contain cosmetic blemishes, such as small dents, chips, scratches, scuffs, minor bends, color blemishes, rust and/or oxidation. The physical condition of such Reconditioned Equipment will be documented prior to shipment by Triad. With regard to Reconditioned Equipment that has been reconditioned by Triad, Triad offers to a purchaser a limited sixmonth parts warranty and a limited one-year parts and labor warranty on bearings/seals. The Order issued by Triad will detail the terms, conditions, coverages and limitations of the limited warranty provided by Triad to a Purchaser with regard to Reconditioned Equipment. The limited warranty will become effective upon the proper installation of the Reconditioned Equipment, subject, however, to the Purchaser’s timely payment in full of all obligations under Triad’s Order. As a condition to the issuance of Triad’s limited warranty for Reconditioned Equipment, the particular Reconditioned Equipment must be installed by Triad or a qualified technician expressly approved by Triad. If the Order includes Reconditioned Equipment, and there is no reference in Triad’s Order to any limited warranty, then such Reconditioned Equipment is conveyed, and shall be transferred to Purchaser, AS IS, WHERE IS, WITH ALL FAULTS, and Triad specifically disclaims all warranties under the Uniform Commercial Code (“UCC”), such as warranty of merchantability and warranty of use for a particular purpose. Prior to a purchase, upon request by a prospective purchaser of any Reconditioned Equipment, Triad will provide the prospective purchaser with warranty information concerning any particular Reconditioned Equipment.
   3. Cleaned and Tested Equipment. Any equipment sold by Triad as “Cleaned and Tested” is used equipment that has been cleaned, inside and out, by Triad, as well as tested by Triad with regard to the use of the applicable utilities with such item of equipment. Dryers will be tested with electric or gas service, as applicable, to insure proper motor operation, computer operation, and ignition/heating. Prior to sale, washing machines will be hooked up to water and electricity to insure all electronic components function as designed, and the particular components of the washing machine do not leak on bearings/seals. If any components are determined to be faulty after being tested, Triad will replace the component with either new or used components, as determined by Triad in its sole discretion. With regard to Cleaned and Tested Equipment, Triad offers to a purchaser a limited six-month parts warranty and a limited one-year parts and labor warranty on bearings/seals. The Order issued by Triad will detail the terms, conditions, coverages and limitations of the limited warranty provided by Triad to a Purchaser with regard to Cleaned and Tested Equipment. The limited warranty will become effective upon the proper installation of the Cleaned and Tested Equipment, subject, 6 however, to the Purchaser’s timely payment in full of all obligations under Triad’s Order. As a condition to the issuance of Triad’s limited warranty for Cleaned and Tested Equipment, the particular Cleaned and Tested Equipment must be installed by Triad or by a qualified technician expressly approved by Triad. If the Order includes Cleaned and Tested Equipment, and there is no reference in Triad’s Order to a limited warranty, then such Cleaned and Tested Equipment is conveyed, and shall be transferred to Purchaser, AS IS, WHERE IS, WITH ALL FAULTS, and Triad specifically disclaims all warranties under the UCC, such as warranty of merchantability and warranty of use for a particular purpose. Prior to a purchase, upon request by a prospective purchaser of any Cleaned and Tested Equipment, Triad will provide the prospective purchaser with warranty information concerning any particular Cleaned and Tested Equipment.
   4.  Limited Warranty and Limitation Upon Damages. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, TRIAD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, THE USE OF THE EQUIPMENT OR THE PERFORMANCE OF THE EQUIPMENT. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED, TRIAD MAKES NO WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, ALL OF WHICH ARE DISCLAIMED. TRIAD NEITHER ASSUMES, NOR AUTHORIZES ANY PERSON TO ASSUME FOR IT, ANY WARRANTY NOT SPECIFICALLY PROVIDED HEREIN. TRIAD SHALL NOT BE LIABLE TO PURCHASER OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR DIMINUTION IN VALUE, OR ANY CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES ARISING DIRECTLY OR INDIRECTLY AS A RESULT OF THE SALE OR USE OF THE EQUIPMENT OR ITS SERVICES, REGARDLESS OF THE THEORY OF LIABILITY ASSERTED BY PURCHASER, WHETHER CONTRACT, TORT, OR OTHERWISE, AND REGARDLESS OF WHETHER SUCH DAMAGES OR LOSSES WERE FORESEEABLE. PURCHASER’S SOLE REMEDY FOR ANY BREACH OF WARRANTY IS REPLACEMENT OF THE EQUIPMENT OR COMPONENT OR A RETURN OF THE PURCHASE PRICE (AS DEFINED) AT TRIAD’S OPTION. IN NO EVENT SHALL TRIAD’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SALE OR USE OF EQUIPMENT AND/OR PERFORMANCE OF ANY SERVICES UNDER ANY ORDER, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID BY PURCHASER TO TRIAD FOR THE EQUIPMENT SOLD THEREUNDER OR, AS TO SERVICES, FOR THE AMOUNTS PAID TO TRIAD FOR SERVICES PERFORMED THEREUNDER. This limitation of liability is a material basis for the parties’ bargain and reflects the bargained-for allocation of risks between Triad and Purchaser, without which Triad would not have agreed to provide the Equipment and/or Services at the price charged to Purchaser. A warranty provided by Triad will not apply as to any Equipment unless: (i) Purchaser notifies Triad of any claim immediately upon discovery, and (ii) upon examination of the Equipment, Triad determines to its satisfaction that such Equipment is defective based upon the terms of its warranty. Upon a determination that the Equipment is defective, Triad 7 shall, at its option, either replace the defective Equipment, or any defective component or part (the “Replacement of the Component”), or reimburse the Purchaser for all direct costs and expenses incurred by the Purchaser in connection with the purchase of the defective Equipment or Service (the “Return of the Purchase Price”).
6. Warranty of Services.
   1. Parts. In connection with any Service performed by Triad under the terms of an Order issued by Triad, Triad will use genuine Original Equipment Manufacturer’s (“OEM”) components or parts when such parts are reasonably available to Triad. Purchaser will pay Triad for such parts at the particular manufacturer’s suggested price for such parts. When new OEM parts are not reasonably available to Triad to complete any repair or replacement, Triad will offer the Purchaser the option of purchasing from Triad generic or reconditioned/used parts, at a price determined by Triad and stated within the Order. If Triad uses an OEM component or part, Triad will pass along to Purchaser any component or part warranty offered by the OEM.
   2. Terms of Service Warranty. All Services that are performed by Triad will be performed: (1) with qualified technicians in a manner consistent with industry standards, and (2) in accordance with the performance specifications set forth in Triad’s Order. Triad will provide Purchaser with a limited parts and labor warranty in accordance with the terms, coverages, limitations, conditions, duration and eligibility reflected on Triad’s limited parts and labor warranty. Upon a prospective purchaser’s request, Triad will provide the prospective purchaser with a copy of Triad’s limited parts and labor warranty.
7. Cancellation. Purchaser may cancel an Order, but only with the prior written consent of Triad, which consent may be withheld by Triad in its sole discretion. All cancellations that are approved by Triad will be subject to payment to Triad of reasonable and proper cancellation charges, and Purchaser must pay all shipping charges to return the Equipment to Triad. All returns approved by Triad will be subject to a 10% restocking fee which must be paid in advance of the return of the Equipment. No returns will be permitted more than 60 days after delivery of any Equipment to the Purchaser.
8. Indemnification. Purchaser agrees to defend, indemnify and hold Triad and its officers, members and employees harmless from and against all claims, including third party claims, for loss, liability and expense based upon bodily injury, property damage or economic loss, arising, directly or indirectly, from the purchase, transportation, storage or use of the Equipment, or any Service performed by Triad, except to the extent that such loss, liability or expense directly results from Triad’s gross negligence or Triad’s material breach of its obligations under any Order issued by Triad, or any warranties issued by Triad.
9. Governing Law. All transactions shall be governed and construed in accordance with the laws of the State of Ohio. All Orders and all Services performed by Triad are deemed to have been accepted in Summit County, Ohio. If any provision of these terms and conditions shall be held invalid, illegal, unenforceable or inoperative, the balance of these terms and conditions shall remain in full force and effect as if such provisions had not been included. Triad reserves the right, in its sole 8 and absolute discretion, to modify, alter, amend or change these Terms and Conditions, which modification, alteration, or amendment shall become effective upon notice to Purchaser.
10. Assignment. Purchaser shall not assign any of its rights or delegate any of its obligations under any Order or these Terms and Conditions without the prior written consent of Triad. Any purported assignment or delegation in violation of this section is null and void. No assignment or delegation relieves Purchaser of any of its obligations under any Order or these Terms and Conditions.
11. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in any Order or these Terms and Conditions shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have the authority to contract for or bind the other party in any manner whatsoever.
12. Submission to Jurisdiction and Notices. All disputes relating to any Order or these Terms and Conditions must be resolved in the Summit County Court of Common Pleas, and the parties waive any objection to venue laid therein. The parties consent to submit themselves to the jurisdiction of such Court and agree that service of process on them in any such dispute may be effected by the means by which notices are to be given to them under any Order, including these Terms and Conditions. All notices and other communications under any Order must be in writing and will be considered to be effective as to a party: (a) on the date delivered to that party at the street address for that party as set forth on the Order, regardless of the means of delivery; or (b) three days after mailing by U.S. certified or registered mail (postage prepaid and return receipt requested) at the address set forth on the Order.
13. Survival. The representations, warranties and obligations of the parties, including but not limited to the Purchaser’s obligation under Section 8, shall survive the completion of any transaction or services contemplated under the terms of any Order for an unlimited period of time.
14. Complete Agreement. The Order and these Terms and Conditions constitute the entire agreement between Triad and a Purchaser relating to the subject matter thereof, and supersede all prior and contemporaneous discussions, understandings and agreements related to the subject matter hereof and thereof.
15. Definitions. The capitalized words or terms appearing within these Terms and Conditions are defined as set forth below.
    1. “Equipment” means those items of equipment or products specifically identified by Triad within an Order, such as washers, dryers, combo units, bill changers and VTMs, structural bases, and ironers, and all related parts and accessories. The term “Equipment” includes Reconditioned Equipment and Cleaned and Tested Equipment.
    2. “Order” means any and all terms, conditions and contingencies contained within a sales or purchase order, or revised or amended sales or purchase order, acknowledgment, invoice, email, or 9 other document or written communication prepared by Triad and sent or delivered by Triad to the particular Purchaser of Equipment and/or Service.
    3. “Purchaser” means the party that is defined as the purchaser or buyer of a certain item of Equipment and/or Service from Triad within the Order.
    4. “Service” means those services specifically identified by Triad within an Order and performed by Triad.
16. Counterparts and Facsimiles; Electronic Signatures. If necessary, any Order may be executed in separate counterparts with different parties signing different counterparts so long as each party signs at least one counterpart. The transactions contemplated under any Order may be conducted by electronic means as contemplated by the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §7001, et. seq.) (“ESIGN”) and the Uniform Electronic Transactions Act (Ohio Revised Code §1306.01, et. seq.) (“UETA”). The execution or delivery of an Order or any document relating to an Order or any transaction contemplated thereunder, may be evidenced and effected by electronic signature, which will constitute a valid, legal, and binding signature and have the same force and effect as a manual signature. Electronic signature means an electronic sound, symbol, or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or emailed electronic signatures, as defined by ESIGN and UETA.