TERMS OF SERVICE

TERMS AND CONDITIONS OF SALE

Applicable to All RVMP® Products

Other than the RVMP Flex Security® Product Line

Effective Date    June 1, 2026

These Standard Terms and Conditions of Sale apply to the sale by RV Mobile Power, LLC of all RVMP®-branded products, including RVMP Flex Power® portable and onboard generator sets, to commercial buyers, including recreational-vehicle original-equipment manufacturers and authorized dealers, distributors, and installers and Canvas®-branded products. They do not apply to products sold under the RVMP Flex Security® brand or product line, which are governed by separate terms and conditions of sale. Please read this document carefully before submitting a purchase order.

Preamble

RV Mobile Power, LLC, an Ohio limited liability company, with its principal place of business at 250 Civic Center Drive, Columbus OH 43215 (“RVMP” or “Seller”), and the customer or entity purchasing goods, parts, and/or software from RVMP (“Buyer”), are the parties to this agreement. “Goods” means all products manufactured, marketed, or sold by RVMP under the RVMP® brand, Canvas®-brand or any RVMP product-line brand, including without limitation RVMP Flex Power® portable and onboard generator sets (models 2200i, 3300i, 4500ies, 2800i, 2800e, 4000i, 4000e, 5500i, 5500e, and successor models), and any other RVMP product line introduced from time to time. “Parts” means spare parts, components, and accessories supplied by RVMP for use with the Goods. “Software” means any firmware, embedded software, or control software preloaded on, or supplied with, the Goods or Parts.

These Terms do not apply to, and the term “Goods” as used herein expressly excludes, any product sold under the RVMP Flex Security® brand or product line. 

These Standard Terms and Conditions of Sale (the “Terms”), together with any RVMP quotation, scope of work, order acknowledgment, price list, invoice, or other document expressly incorporating these Terms by reference, constitute the complete and exclusive statement of the agreement between RVMP and Buyer with respect to the sale of Goods, Parts, and licensing of Software (the “Agreement”). In the event of any conflict among the foregoing documents, RVMP’s order acknowledgment shall control, followed by these Terms, the applicable quotation, and lastly any price list. RVMP’s acceptance of any Buyer purchase order is expressly conditioned on Buyer’s assent to these Terms, and RVMP rejects any different or additional terms set forth in Buyer’s purchase order, order confirmation, or other document. Buyer’s submission of a purchase order, receipt of Goods, Parts, or Software, or payment of any RVMP invoice shall manifest Buyer’s assent to these Terms. RVMP reserves the right, in its sole discretion, to accept or reject any order in whole or in part.

1. Quotations and Pricing.

Unless otherwise stated in writing by RVMP, prices quoted by RVMP are valid for thirty (30) days from the date of quotation, after which RVMP may revise prices to those then in effect. All prices are in U.S. dollars and are exclusive of taxes, duties, freight, insurance, special packaging, and any other charges, all of which shall be paid by Buyer or added to RVMP’s invoice. RVMP reserves the right to correct typographical, clerical, or computational errors in any quotation, acknowledgment, invoice, or other document. In the event of a material change in RVMP’s costs of raw materials, components, energy, labor, transportation, tariffs, or duties between the date of order acceptance and the date of shipment, RVMP may make equitable adjustments to the price upon written notice to Buyer.

2. Taxes, Duties, and Tariffs.

Buyer is responsible for, and shall pay or reimburse RVMP for, all sales, use, excise, value-added, gross receipts, and similar taxes, and all import duties, tariffs, customs charges, and other governmental charges of any kind (other than taxes imposed on RVMP’s net income) arising out of or measured by the sale, delivery, use, or possession of the Goods, Parts, or Software. 

3. Payment Terms.

Unless otherwise specified by RVMP in writing, payment terms are net thirty (30) days from the date of RVMP’s invoice, in U.S. dollars, without setoff or deduction of any kind. Payments not made when due shall bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, accruing from the original due date until paid in full. 

4. Reserved.

5. Shipment, Title, and Risk of Loss.

Shipping dates quoted or acknowledged by RVMP are estimates based on conditions existing at the time of quotation or acknowledgment and are not guaranteed. RVMP shall use commercially reasonable efforts to meet such dates but shall not be liable for any loss or damage arising from a failure to do so. RVMP may make partial shipments and invoice each partial shipment separately. Unless otherwise agreed in writing, all shipments are made FCA RVMP’s shipping facility (Incoterms 2020), with risk of loss and title to the Goods, Parts, and Software (other than embedded Software, which is licensed and not sold) passing to Buyer upon delivery of the Goods to the carrier at RVMP’s facility. Buyer shall be responsible for selecting the carrier and method of transportation; if RVMP arranges transportation as an accommodation to Buyer, RVMP does so as Buyer’s agent and Buyer shall bear all freight, insurance, and related charges. Any claims for loss or damage in transit shall be made by Buyer directly against the carrier. If shipment is delayed at Buyer’s request or due to Buyer’s acts or omissions, RVMP may store the Goods at Buyer’s risk and expense and shall be entitled to invoice Buyer as if shipment had occurred.

6. Inspection and Acceptance.

Buyer shall inspect all Goods, Parts, and Software promptly upon receipt and, in any event, within ten (10) days after delivery. Any claim of non-conformity, shortage, or visible damage must be made in writing to RVMP within such ten (10) day period, and shall include a detailed description of the alleged non-conformity and the model and serial number(s) of the affected unit(s). Failure to give timely written notice shall constitute irrevocable acceptance of the Goods, Parts, and Software and a waiver of all such claims. Buyer’s sole and exclusive remedy for any non-conforming Goods, Parts, or Software shall be repair, replacement, or refund of the purchase price, at RVMP’s option, in accordance with Section 7 (Limited Warranty) and Section 9 (Limitation of Liability).

7. Limited Warranty.

RVMP’s warranty obligations with respect to the Goods are set forth solely in the limited warranty applicable to the specific Goods at the time of original purchase, in the form then published by RVMP at rvmp.co/warranty (the “Limited Warranty”), the current version of which is incorporated into this Agreement by reference. Different RVMP product lines may be subject to different Limited Warranties; the controlling document is the one in effect for the applicable model at the time of original purchase. The Limited Warranty, together with any EPA and California exhaust emissions control system warranty set forth therein (where applicable to combustion-engine Goods), constitutes the sole and exclusive warranty given by RVMP with respect to the Goods. Parts furnished as warranty replacements are warranted only for the remainder of the original warranty period of the Goods in which they are installed. Buyer is solely responsible for ensuring that each end purchaser registers the affected Goods with RVMP within the time required by the applicable Limited Warranty.

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE LIMITED WARRANTY, RVMP MAKES NO WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS, PARTS, OR SOFTWARE, AND RVMP HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, WHETHER OR NOT THE PURPOSE OR USE HAS BEEN DISCLOSED TO RVMP. 

8. Emissions Compliance; Labels.

This Section applies to Goods that incorporate an internal-combustion engine (“Engine Goods”). Each Engine Good is equipped with an exhaust emissions control system designed, built, and certified by RVMP to comply with applicable U.S. Environmental Protection Agency (“EPA”) and California Air Resources Board (“CARB”) regulations for small off-road engines. Buyer shall not, and shall ensure that its installers, dealers, and end customers do not: (i) remove, deface, alter, or replace any emissions label, certification label, serial-number plate, or warning label affixed to any Goods; (ii) tamper with, defeat, or render inoperative any emissions control device or component on any Engine Good; or (iii) install, modify, or use any add-on or modified part that is not exempted by CARB or otherwise approved in writing by RVMP. Any violation of this Section shall void all applicable warranties (including the emissions warranty), shall be at Buyer’s sole cost and risk, and may give rise to civil penalties under federal or state law. Buyer shall furnish to each end customer, with each unit, the most current Owner’s Manual and (for Engine Goods) the emissions warranty statement supplied by RVMP.

9. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RVMP’S TOTAL CUMULATIVE LIABILITY TO BUYER AND BUYER’S CUSTOMERS ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE GOODS, PARTS, OR SOFTWARE, OR THEIR SALE, USE, OR PERFORMANCE — WHETHER BASED IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY, STATUTE, OR OTHERWISE — SHALL NOT EXCEED THE PURCHASE PRICE ACTUALLY PAID BY BUYER TO RVMP FOR THE SPECIFIC UNIT(S) OR PART(S) GIVING RISE TO THE CLAIM. 

IN NO EVENT SHALL RVMP BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, including without limitation lost profits, lost revenues, lost business opportunities, loss of use, loss of data, damage to reputation, business interruption, cost of substitute power, cost of capital, downtime costs, or damage to other property, even if RVMP has been advised of the possibility of such damages and even if any remedy fails of its essential purpose. The parties acknowledge that the prices and other consideration set forth in the Agreement have been established in reliance on the limitations set forth in this Section and the warranty disclaimers set forth in Section 7, that such limitations and disclaimers form an essential basis of the bargain between RVMP and Buyer, and that without them RVMP would not have entered into the Agreement on the same terms. Technical advice furnished by RVMP with respect to the use, installation, or application of the Goods is furnished without charge and at Buyer’s sole risk, and RVMP shall have no liability for such advice or any results obtained therefrom.

10. Patent and Copyright Indemnity.

Subject to the limitations set forth in Section 9, RVMP warrants that the Goods, as delivered by RVMP and used in accordance with RVMP’s specifications and the Owner’s Manual, do not infringe any valid U.S. patent or copyright in existence as of the date of shipment. This warranty does not extend to: (i) Goods made or modified to Buyer’s specifications; (ii) Goods used in combination with products or components not supplied or approved by RVMP, where infringement would not have occurred but for such combination; or (iii) any use of the Goods in a manner not contemplated by RVMP. As a condition of this indemnity, Buyer shall (a) promptly notify RVMP in writing of any claim of infringement, (b) grant RVMP sole control over the defense and settlement of such claim, and (c) provide RVMP with all reasonable assistance, at RVMP’s expense. If the Goods are held to infringe, RVMP may, at its option and expense: (1) procure for Buyer the right to continue using the Goods, (2) replace or modify the Goods to make them non-infringing while remaining substantially equivalent in function, or (3) accept return of the Goods and refund the depreciated purchase price. The foregoing states RVMP’s entire liability and Buyer’s sole and exclusive remedy with respect to any claim of infringement of intellectual property rights.

11. Trademarks and Branding.

“RVMP®”, “Flex Power®”, “Canvas®” and the related logos, model designations, and product names are trademarks of RV Mobile Power, LLC. Buyer is granted a limited, non-exclusive, non-transferable, royalty-free right to use such marks solely in connection with the marketing, sale, installation, and service of unmodified Goods purchased from RVMP, subject to RVMP’s then-current brand guidelines. Buyer shall not alter, remove, or obscure any RVMP trademark, label, serial number, or product identification affixed to the Goods, and shall not represent itself as an agent of RVMP or otherwise bind RVMP. All goodwill arising from Buyer’s use of RVMP’s marks inures to the benefit of RVMP.

12. Software License.

Software is licensed, not sold. Subject to Buyer’s compliance with these Terms and payment of all amounts due, RVMP grants Buyer a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the Software solely as embedded in, and as necessary to operate, the Goods for their intended purpose. Buyer shall not, and shall not permit any third party to: (i) copy, modify, adapt, translate, or create derivative works of the Software; (ii) reverse-engineer, decompile, or disassemble the Software, except to the extent expressly permitted by applicable law notwithstanding this limitation; (iii) remove or alter any proprietary notices; or (iv) distribute, sublicense, lease, rent, or otherwise transfer the Software apart from the Goods on which it is installed. All right, title, and interest in and to the Software, including all intellectual property rights therein, are and shall remain with RVMP or its licensors. RVMP may from time to time make available updates, upgrades, or new versions of the Software; the terms of this Section shall apply to any such update, upgrade, or new version unless RVMP provides a separate license agreement therewith.

13. Installation.

This Section applies to Goods designed to be installed into or onto a recreational vehicle, watercraft, structure, or other end product, including without limitation onboard generator sets (“Installable Goods”). Installable Goods are designed to be installed by qualified RV or marine original-equipment manufacturers, authorized dealers, or other qualified installers. Buyer is solely responsible for ensuring that each Installable Good is installed in strict accordance with the most current RVMP installation manual for the applicable product, the RVMP Owner’s Manual, and the RVMP Service Manual (collectively, the “RVMP Documentation”), as well as all applicable federal, state, local, and industry codes and standards, including without limitation, where applicable, those of the RV Industry Association. Improper installation, including without limitation inadequate ventilation, improper exhaust routing, improper fuel-line or electrical installation, or installation in a manner inconsistent with the RVMP Documentation, shall void the Limited Warranty as to the affected unit and may result in serious personal injury, property damage, or death. RVMP shall have no liability for any defect, damage, or claim arising out of or attributable to installation not performed in accordance with the RVMP Documentation.

14. Authorized Distribution; Permitted Resale.

RVMP has invested substantial resources in the design, development, certification (including EPA and CARB emissions certification for Engine Goods), manufacture, and branding of the Goods. The Goods incorporate proprietary trade secrets, design know-how, embedded Software, and other confidential and proprietary information of RVMP. The provisions of this Section are reasonably necessary to protect those legitimate interests, to maintain product quality and brand integrity throughout the distribution channel, and to ensure the safe and lawful installation, operation, and service of the Goods.

Selective Distribution. RVMP markets the Goods through a selective network of authorized distributors, dealers, installers, and original-equipment manufacturers (each, an “Authorized Channel Partner”) that meet RVMP’s then-current qualification criteria, which may include without limitation: (i) maintenance of trained service personnel and an adequate inventory of service Parts; (ii) compliance with RVMP brand and presentation standards; (iii) financial responsibility; (iv) facility, territory, and storage standards; and (v) execution of RVMP’s then-current distributor or dealer agreement. RVMP may modify its qualification criteria from time to time on reasonable notice.

Permitted Resale. Subject to the restrictions set forth in this Section, Buyer may resell or transfer the Goods solely to: (i) end users acquiring the Goods for their own use in or with a recreational vehicle, recreational watercraft, or other application consistent with the Goods’ intended purpose; (ii) other Authorized Channel Partners in good standing; or (iii) qualified original-equipment manufacturers for factory installation of the Goods into a finished end product for resale to a consumer end user.

Restricted Buyers. Buyer shall not, and shall not knowingly permit any sub-distributor, dealer, or other downstream party to, sell, lease, transfer, deliver, or otherwise furnish any Goods, whether in new, used, refurbished, or sub-component form, to any of the following (each, a “Restricted Buyer”): (i) any manufacturer, designer, or developer of internal-combustion or inverter-based generator sets, mobile or portable power-generation equipment, or other products that directly compete with the Goods, or any affiliate, subsidiary, contractor, agent, or representative known to be acting for or on behalf of any such manufacturer, designer, or developer; (ii) any person or entity that has communicated to Buyer, RVMP, or any Authorized Channel Partner an intention to reverse-engineer, decompile, benchmark for competitive product development, or otherwise use the Goods for the purpose of designing, developing, or manufacturing a competing product; or (iii) any person or entity that RVMP has identified in writing to Buyer as a Restricted Buyer, as such list may be updated by RVMP from time to time.

End-User Certification. For each resale of Goods to a party that is not itself an Authorized Channel Partner or a qualified original-equipment manufacturer, Buyer shall obtain and retain for not less than three (3) years a written representation from the buyer (which may be incorporated into Buyer’s standard order, sales receipt, or invoice form) certifying that the buyer (i) is acquiring the Goods for its own use or for installation into a finished end product for ultimate resale to a consumer end user, (ii) is not a Restricted Buyer, and (iii) is not purchasing the Goods on behalf of, or for resale or transfer to, a Restricted Buyer. Buyer shall make such certifications available to RVMP upon reasonable written request.

Pre-Clearance for Borderline Cases. If Buyer is in good-faith doubt as to whether a prospective buyer is a Restricted Buyer, Buyer may submit the prospective buyer’s identity and the nature of the proposed transaction to RVMP in writing for pre-clearance. RVMP shall respond within a commercially reasonable time and may grant or withhold clearance in its reasonable business judgment. A prospective buyer cleared in writing by RVMP shall not be treated as a Restricted Buyer with respect to the cleared transaction.

Serial Number Records. Each unit of Goods is marked with a unique serial number. Buyer shall record, and maintain for not less than three (3) years following each transaction, the serial number of each unit and the identity and contact information of the party to whom the unit was resold or transferred. Buyer shall provide such records to RVMP upon reasonable written request, including in connection with warranty administration, recalls, safety notices, and investigation of suspected diversion.

Audit Rights. Upon not less than ten (10) business days’ prior written notice, and not more than once per calendar year (except where RVMP has a reasonable, good-faith basis to suspect diversion or breach of this Section, in which case audits may occur more frequently), RVMP or its designated representative may, during normal business hours and at Buyer’s principal place of business, audit Buyer’s records relating solely to Buyer’s compliance with this Section. Audits shall be conducted in a manner that does not unreasonably interfere with Buyer’s ordinary operations, and any information reviewed shall be treated as Confidential Information of Buyer under Section 25.

Remedies for Diversion. If Buyer breaches this Section, in addition to all other remedies available to RVMP at law or in equity: (i) Buyer shall forfeit any volume rebates, marketing development funds, cooperative advertising allowances, or similar incentives accrued in the calendar quarter in which the breach occurred; (ii) RVMP may suspend further shipments to Buyer pending investigation; (iii) RVMP may terminate Buyer’s status as an Authorized Channel Partner and terminate this Agreement on written notice; and (iv) RVMP may, in its discretion, repurchase the diverted units from the downstream buyer at the original wholesale price (or, if higher, the price at which Buyer resold them), in which case Buyer shall promptly reimburse RVMP for all reasonable costs of repurchase, including freight, refurbishment, and reasonable administrative expense. The parties acknowledge that the harm to RVMP from diversion of Goods to a Restricted Buyer is difficult to quantify, that the foregoing remedies are reasonable, and that they are not intended to operate as a penalty.

Construction; No Unlawful Restraint. Nothing in this Section is intended to, and this Section shall not be construed to, (i) fix, maintain, or otherwise restrict the resale prices at which Buyer offers the Goods, (ii) allocate exclusive customers or territories among Buyer and other Authorized Channel Partners, or (iii) restrain trade in any manner not reasonably necessary to protect the legitimate procompetitive interests identified in the first paragraph of this Section. To the extent any provision of this Section is held by a court or governmental authority of competent jurisdiction to be unenforceable, the provision shall be modified to the minimum extent necessary to render it enforceable while preserving its essential purpose.

15. Changes to Designs and Specifications.

RVMP reserves the right, at any time and without prior notice to Buyer, to make changes to the design, specifications, materials, or manufacturing processes of the Goods, Parts, or Software, provided that any such change does not materially and adversely affect the form, fit, or function of Goods previously ordered. RVMP shall have no obligation to incorporate such changes into Goods manufactured prior to the effective date of the change. Buyer may request changes or additions to the Goods, Parts, or Software; RVMP may accept or reject any such request in its sole discretion, and any accepted change may result in adjustments to price, lead time, and delivery dates.

16. Order Changes and Cancellation.

Orders accepted by RVMP may not be changed or cancelled by Buyer except with RVMP’s prior written consent. In the event RVMP consents to any cancellation or change, Buyer shall pay RVMP cancellation charges equal to (i) all costs and expenses incurred by RVMP through the date of cancellation, including raw materials, work in process, finished goods, and supplier commitments, plus (ii) a reasonable profit thereon. RVMP’s determination of such charges, made in good faith, shall be conclusive. Orders for Goods built to Buyer’s specifications, and orders for Parts no longer maintained in RVMP’s standard inventory, are non-cancellable and non-returnable.

17. Returns.

Buyer may not return any Goods, Parts, or Software without RVMP’s prior written authorization. Returns shall be governed by RVMP’s then-current Return Material Authorization (“RMA”) procedures. Authorized returns must be (i) current-production, unused, and undamaged, in original packaging with all accessories and documentation, (ii) free of all liens and encumbrances, and (iii) shipped, freight prepaid, to the location specified by RVMP. RVMP may charge a restocking fee not to exceed twenty percent (20%) of the original purchase price of authorized returned items. Items returned without an RMA number, or that do not conform to the conditions of this Section, may be refused or returned to Buyer at Buyer’s expense.

18. Recalls and Safety Notices.

In the event RVMP issues a safety recall, service campaign, or field-action notice with respect to any Goods, Buyer shall promptly and fully cooperate with RVMP in implementing the recall or campaign, including by: (i) ceasing the sale, distribution, or installation of affected Goods; (ii) providing RVMP with reasonably available records identifying purchasers, installers, and end customers of affected Goods; (iii) forwarding notices to its dealers, installers, and end customers as directed by RVMP; and (iv) returning, modifying, or replacing affected Goods or Parts in accordance with RVMP’s instructions. RVMP shall bear the reasonable, documented costs of remedying any condition that is the subject of a recall mandated by, or formally communicated to, the U.S. EPA, CARB, the U.S. Consumer Product Safety Commission, or the National Highway Traffic Safety Administration. Nothing in this Section limits or modifies Buyer’s independent obligations under applicable law.

19. Service Parts.

RVMP shall use commercially reasonable efforts to make functionally equivalent service Parts for the Goods available for purchase at then-current prices for a period of seven (7) years following the date RVMP last manufactures the affected model, or such longer period as may be required by applicable emissions regulations. RVMP may, in its discretion, substitute functionally equivalent Parts where original Parts have been superseded.

20. Force Majeure.

RVMP shall not be liable for any delay in performance, or for non-performance, of any obligation under this Agreement to the extent caused by events beyond RVMP’s reasonable control, including without limitation: acts of God; fire, flood, earthquake, storm, or other natural disaster; war, armed conflict, terrorism, civil unrest, or riot; epidemic, pandemic, or public-health emergency; strike, lockout, or other labor dispute; failure or shortage of utilities, transportation, fuel, materials, components, or labor; default or delay of suppliers; cyber-attack; embargoes, sanctions, or other governmental actions, orders, restrictions, or requirements; or acts or omissions of Buyer. RVMP may, upon notice to Buyer, suspend performance for the duration of the event, reallocate available supply among its customers on a basis RVMP determines to be equitable, make equitable adjustments to prices and delivery dates, or, if the event continues for more than ninety (90) days, terminate the affected order or this Agreement without liability.

21. Compliance with Laws; Export Controls.

Each party shall comply with all laws and regulations applicable to its performance under this Agreement, including without limitation those relating to product safety, environmental protection, anti-corruption, anti-bribery (including the U.S. Foreign Corrupt Practices Act), and labor and employment. Buyer acknowledges that the Goods, Parts, and Software may be subject to U.S. export control laws and regulations, including the Export Administration Regulations and the regulations of the U.S. Office of Foreign Assets Control. Buyer shall not export, re-export, transfer, or release the Goods, Parts, or Software, directly or indirectly, to any country, entity, or person prohibited by such laws or regulations, or for any end use prohibited by such laws or regulations, without first obtaining all required licenses and authorizations. Buyer shall indemnify and hold RVMP harmless from any violation of this Section by Buyer or its affiliates, customers, or downstream users.

22. Restricted Applications.

THE GOODS, PARTS, AND SOFTWARE ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN, AND SHALL NOT BE USED IN, ANY APPLICATION WHERE FAILURE OF THE GOODS COULD REASONABLY BE EXPECTED TO RESULT IN DEATH, SERIOUS PERSONAL INJURY, OR SIGNIFICANT PROPERTY OR ENVIRONMENTAL DAMAGE, including without limitation life-support systems, medical equipment, nuclear facilities, aircraft navigation or control systems, emergency or backup power for hospitals or other critical-care facilities, weapons systems, and mining or marine propulsion. Buyer accepts the Goods, Parts, and Software with this understanding, shall communicate it in writing to its customers and downstream users, and shall defend, indemnify, and hold RVMP harmless from any claim, loss, damage, or expense (including reasonable attorneys’ fees) arising out of any use of the Goods, Parts, or Software in any such restricted application, whether or not foreseeable and regardless of the legal theory asserted.

23. Indemnification.

By Buyer. Buyer shall defend, indemnify, and hold harmless RVMP and its affiliates, officers, directors, employees, and agents from and against any and all third-party claims, losses, damages, liabilities, judgments, and expenses (including reasonable attorneys’ fees) arising out of or related to: (i) Buyer’s installation, marketing, distribution, sale, or service of the Goods, Parts, or Software, except to the extent caused by a defect for which RVMP is responsible under the Limited Warranty; (ii) any representation, warranty, or statement made by Buyer regarding the Goods, Parts, or Software that is inconsistent with, or in addition to, those authorized by RVMP in writing; (iii) Buyer’s breach of these Terms or violation of applicable law; and (iv) any use of the Goods, Parts, or Software in any restricted application described in Section 22.

By RVMP. Subject to the limitations in Sections 7, 9, and 10, RVMP shall defend, indemnify, and hold harmless Buyer from and against third-party claims for bodily injury, death, or damage to tangible personal property to the extent caused by a defect in the Goods or Parts as manufactured by RVMP, provided that the affected Goods or Parts were installed, operated, and maintained in accordance with the RVMP Documentation and were not modified other than by RVMP.

Procedure. The indemnifying party’s obligations under this Section are conditioned on the indemnified party (a) giving the indemnifying party prompt written notice of the claim, (b) granting the indemnifying party sole control of the defense and settlement, and (c) providing reasonable cooperation at the indemnifying party’s expense. The indemnifying party shall not settle any claim that imposes any obligation or liability on the indemnified party without the indemnified party’s prior written consent, not to be unreasonably withheld.

24. Insurance.

Each party shall maintain, at its own expense and with insurers reasonably acceptable to the other party, insurance coverage of the kinds and in the amounts customary for businesses of similar size in the same industry, including without limitation Commercial General Liability insurance (including products and completed operations) with limits of not less than $2,000,000 per occurrence and $4,000,000 in the aggregate, Workers’ Compensation insurance as required by applicable law, and Employer’s Liability insurance with limits of not less than $1,000,000. Upon written request, each party shall furnish the other with certificates of insurance evidencing such coverage.

25. Confidentiality.

In connection with this Agreement, either party (the “Disclosing Party”) may disclose to the other (the “Receiving Party”) information of a confidential or proprietary nature, including without limitation pricing, technical specifications, drawings, designs, software, business plans, customer information, and forecasts (“Confidential Information”). The Receiving Party shall: (i) use Confidential Information solely for purposes of performing under, or exercising rights granted in, this Agreement; (ii) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar importance, and in no event less than reasonable care; and (iii) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations no less protective than those set forth herein. Confidential Information does not include information that is or becomes publicly available through no fault of the Receiving Party, was rightfully known to the Receiving Party without restriction prior to disclosure, is rightfully received from a third party without restriction, or is independently developed without reference to the Confidential Information. The obligations in this Section shall survive for three (3) years following termination or expiration of this Agreement; provided that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

26. Buyer-Supplied Information.

To the extent RVMP relies on specifications, drawings, operating conditions, intended-use information, or other data supplied by or on behalf of Buyer in connection with the selection, design, or quotation of the Goods, Parts, or Software, and the actual specifications, conditions, or use differ from those supplied by Buyer, any warranties, representations, performance commitments, or other obligations of RVMP affected by such difference shall be null and void.

27. Tooling.

Any charges for tools, dies, molds, fixtures, or patterns used in the manufacture of the Goods are in addition to the price of the Goods. All such tooling, whether or not separately charged to Buyer, shall remain the sole property of RVMP, and RVMP may use such tooling for the manufacture of products for other customers, except as otherwise expressly agreed in writing.

28. Data Collection.

Certain Goods may contain telemetry, monitoring, or diagnostic features that collect operational data (“Operational Data”), including without limitation run-time, load, fault codes, temperature, and similar information. Buyer acknowledges and agrees that RVMP and its service providers may collect, retain, and use Operational Data to (i) deliver, support, and improve the Goods, Parts, and Software, (ii) perform diagnostics, maintenance planning, and quality engineering, (iii) develop new products and services, and (iv) compile aggregated or anonymized statistics. RVMP’s use of Operational Data shall comply with applicable privacy laws and RVMP’s then-current privacy notice.

29. Non-Solicitation.

During the term of this Agreement and for a period of one (1) year following its expiration or termination, Buyer shall not directly or indirectly solicit for employment any employee of RVMP with whom Buyer has had contact in connection with this Agreement. General advertisements and solicitations not specifically directed at RVMP employees shall not constitute a violation of this Section.

30. Assignment.

Buyer shall not assign, delegate, or otherwise transfer this Agreement, or any rights or obligations hereunder, whether by operation of law or otherwise, without RVMP’s prior written consent, and any purported assignment in violation of this Section shall be void. RVMP may assign this Agreement, in whole or in part, to any affiliate or in connection with a sale of all or substantially all of the assets or business to which this Agreement relates. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties and their respective permitted successors and assigns.

31. Notices.

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered by hand, by nationally recognized overnight courier, or by certified mail (return receipt requested), in each case to the address set forth on the face of the applicable order or quotation, or to such other address as the receiving party may designate by written notice. Routine commercial communications regarding orders, invoices, and shipments may be transmitted by email to the parties’ customary business addresses.

32. Governing Law; Dispute Resolution.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Franklin County, Ohio for any action or proceeding arising out of or related to this Agreement. No action arising out of this Agreement may be brought by either party more than two (2) years after the cause of action has accrued. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY in any action or proceeding arising out of or relating to this Agreement.

33. General.

Entire Agreement. These Terms, together with the documents expressly incorporated herein by reference, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior or contemporaneous communications, negotiations, understandings, and agreements, whether oral or written. Amendments. No amendment, modification, or waiver of these Terms shall be binding on RVMP unless in writing and signed by an authorized officer of RVMP. No Waiver. A failure or delay by either party in exercising any right under this Agreement shall not constitute a waiver of that or any other right. Severability. If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid or unenforceable provision shall be modified to the minimum extent necessary to render it valid and enforceable while preserving the parties’ original intent. Survival. Provisions that by their nature should survive expiration or termination of this Agreement, including without limitation Sections 3 (Payment), 7 (Warranty), 9 (Limitation of Liability), 10 (Patent and Copyright Indemnity), 14 (Authorized Distribution; Permitted Resale), 18 (Recalls), 21 (Compliance with Laws), 22 (Restricted Applications), 23 (Indemnification), 25 (Confidentiality), 29 (Non-Solicitation), 32 (Governing Law), and this Section 33, shall so survive. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties and their permitted successors and assigns and is not intended to confer any rights or remedies upon any other person. Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including by electronic signature, each of which shall be deemed an original. Headings. Section headings are for convenience only and shall not affect the interpretation of these Terms. Construction. No rule of construction against the drafter shall apply in interpreting these Terms. Independent Contractors. The parties are independent contractors, and nothing in this Agreement creates any partnership, joint venture, agency, or employment relationship between them.