1. Payment Terms, Interest & Administrative Late Fee

Payment is due in full within 30 days of the invoice date. Time is of the essence regarding Client’s payment obligations.

• Grace Period: If payment is not received within seven (7) days after the invoice due date, Client shall pay a one-time administrative late fee of $50.00. The parties agree this fee represents a fair and reasonable estimate of the internal administrative costs Company incurs by reason of late payment and constitutes liquidated damages, not a penalty.
• Interest: In addition to the late fee, any amount not paid when due shall accrue interest at the rate of 1.0% per month (12% per annum), or the maximum rate permitted by law, whichever is less. Interest shall be calculated monthly on the unpaid principal balance starting from the original due date.
• Application of Payments: Payments received shall be applied in the following order: (1) accrued interest and administrative late fees, (2) collection costs/attorney fees, and (3) the principal balance.

2. Collection Costs & Attorney Fees

In the event of default, Client agrees to pay all costs of collection, including but not limited to reasonable attorneys’ fees, court costs, private investigator fees, and other expenses incurred by Company, whether or not a lawsuit is filed. This includes fees and costs incurred in any appeal, bankruptcy proceeding, or post-judgment collection efforts.

3. Governing Law, Venue & Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions. The parties specifically agree that the exclusive venue for any dispute arising out of or relating to this Agreement shall be the state or federal courts located in Santa Clara County, California. Client waives any objection to jurisdiction or venue in such courts.

4. Acceleration & No Set-Off

In the event of any default in payment, Company reserves the right to declare the entire unpaid balance of all outstanding invoices immediately due and payable (Acceleration). Client shall pay all invoices in full without any set-off, deduction, or counterclaim for any alleged defect or claim.

5. Warranty Suspension & Right to Withhold Service

Full and timely payment of all obligations is a condition precedent to Company’s performance under any warranty or service agreement. If Client’s account is in arrears (past due) on any invoice, regardless of whether it relates to the specific equipment requiring service:

• (a) Warranty Suspension: All standard and extended warranties are immediately suspended. Company shall have no obligation to honor warranty claims, process returns, or perform repairs until the account is paid in full. The expiration date of any warranty period shall not be extended by the duration of such suspension.
• (b) Service Hold & Possessory Lien: Company reserves the right to deny future service, suspend pending orders, and retain possession of any Client equipment currently in Company’s custody (“repair hold”) until all outstanding balances, including accrued interest and fees, are satisfied in full.