Terms and Conditions

TERMS AND CONDITIONS

Effective Date: October 5, 2026
Last Updated: October 5, 2026

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE CREATING AN ACCOUNT, USING THIS WEBSITE, REQUESTING A QUOTATION, PLACING AN ORDER, OR PURCHASING PRODUCTS FROM MADOOV SUPPLIES INC.

These Terms and Conditions ("Terms") govern access to and use of the website located at www.madoov.com and related webpages, online services, customer accounts, ordering systems, quotations, invoices, deliveries, and the purchase or sale of products and services offered by Madoov Supplies Inc. ("Madoov," "we," "us," or "our").

These Terms form a legally binding agreement between Madoov and the person or entity purchasing Products or otherwise using an account or our services ("Customer," "you," or "your").

By signing these Terms electronically or physically, affirmatively accepting these Terms during account creation, placing an order under an account that is subject to these Terms, or otherwise entering into a transaction expressly incorporating these Terms, Customer acknowledges that Customer has read, understood, and agrees to be legally bound by them.

If you are accepting these Terms for a corporation, limited liability company, partnership, governmental entity, educational institution, property management company, cleaning company, restaurant, hotel, healthcare organization, nonprofit, or other entity, you represent and warrant that you have legal authority to bind that entity.

If you do not agree to these Terms, do not create an account, electronically sign or accept these Terms, or place an order with Madoov.

1. ABOUT MADOOV

Madoov Supplies Inc. supplies commercial cleaning, janitorial, sanitation, facility-maintenance, paper, liners, gloves, soaps, chemicals, equipment, and related products to businesses, institutions, governmental customers, organizations, and other customers.

Our contact information is:

Madoov Supplies Inc.
2155 Stonington Ave, Suite 122
Hoffman Estates, Illinois 60169
United States

Phone: (847) 258-3733
Email: order@madoov.com
Website: www.madoov.com

2. COMMERCIAL NATURE OF OUR BUSINESS

Our commercial account program and Products are primarily intended for business, institutional, governmental, professional, commercial, and organizational use.

A Customer purchasing through a business account represents that the Products are being acquired for legitimate business, institutional, governmental, professional, resale, or organizational purposes unless Madoov expressly agrees otherwise.

Nothing in these Terms eliminates, restricts, or waives any right that applicable law prohibits the parties from eliminating, restricting, or waiving.

If a transaction legally qualifies as a consumer transaction notwithstanding the commercial nature of our business, any mandatory consumer-protection law will control to the extent it conflicts with these Terms.

3. ACCOUNT REGISTRATION, ELECTRONIC SIGNATURE, AND ACCEPTANCE

Madoov may require Customer to create an account before receiving account pricing, credit terms, quotations, online ordering privileges, or other services.

As part of account creation, Customer may be required to electronically sign these Terms or affirmatively indicate acceptance through an electronic acceptance mechanism provided by Madoov.

Customer agrees that an electronic signature, electronic acceptance, typed signature, digital signature, or other affirmative electronic action presented by Madoov for acceptance of these Terms is intended to constitute Customer's signature and agreement to these Terms to the fullest extent permitted by applicable law.

Customer agrees that an electronic record of acceptance may be maintained by Madoov as evidence of the agreement.

Madoov may maintain records identifying the applicable version of the Terms accepted by Customer, the date and time of acceptance, the associated account, and other commercially reasonable authentication or transaction information consistent with applicable law and our Privacy Policy.

Customer may download, print, or otherwise retain a copy of the Terms at the time of acceptance.

Once accepted, these Terms apply to purchases and transactions made through the applicable Customer account unless superseded by a later agreement in accordance with these Terms.

4. AUTHORITY TO BIND AN ORGANIZATION

Any individual creating an account, signing these Terms, submitting a purchase order, approving a quotation, or placing an order on behalf of another person or entity represents and warrants that:

the individual is authorized to act for that person or entity;

the individual has authority to enter into binding purchasing agreements on its behalf; and

the individual's acceptance of these Terms legally binds that person or entity.

Madoov may rely on such representation unless and until it receives written notice that the individual's authority has been revoked.

Customer is responsible for controlling which personnel are authorized to use its account.

5. APPLICATION OF THESE TERMS

These Terms apply to purchases made through our website and, unless expressly agreed otherwise in a written agreement signed by an authorized representative of Madoov, to orders submitted by telephone, email, quotation, purchase order, invoice, customer account, electronic ordering system, procurement system, or other ordering method.

Acceptance of an account containing these Terms constitutes acceptance of these Terms for transactions subsequently made through that account, subject to applicable law and any later Terms properly accepted by Customer.

6. ORDER OF PRECEDENCE

If different Madoov-issued documents applicable to the same transaction contain conflicting provisions, the following order of precedence applies unless Madoov expressly agrees otherwise in writing:

a separately negotiated agreement signed by an authorized representative of Madoov and Customer;
a Madoov quotation or order confirmation that expressly states it overrides a specific provision of these Terms;
Product-specific or project-specific written terms expressly issued by Madoov;
these Terms and Conditions;
Madoov invoices and other administrative transaction documents.

A document issued by Customer does not override this order of precedence unless Madoov expressly accepts the conflicting provision in a writing signed by an authorized representative of Madoov.

7. ORDERS AND ACCEPTANCE

Submission of an order does not by itself constitute Madoov's acceptance of that order.

All orders are subject to:

Product availability;

verification of pricing and Product information;

applicable minimum or maximum quantities;

credit approval where applicable;

payment authorization;

fraud and compliance review;

delivery or shipping feasibility; and

Madoov's final acceptance.

Madoov may accept an order through an order confirmation, shipment, delivery, performance, or another affirmative indication of acceptance.

To the extent permitted by law, Madoov reserves the right to reject, cancel, limit, hold, or place reasonable conditions on an order.

An order may be rejected, limited, held, or cancelled because of suspected fraud or unauthorized activity, incorrect pricing or Product information, Product unavailability, inventory shortages, shipping restrictions, payment problems, credit concerns, legal or regulatory restrictions, Customer account issues, manufacturer restrictions, order errors, or circumstances beyond Madoov's reasonable control.

If Madoov cancels an order after collecting payment for Products that will not be supplied, Madoov will refund the applicable amount.

8. PURCHASE ORDERS AND CONFLICTING CUSTOMER TERMS

Madoov's acceptance of any purchase order, offer, procurement request, or other Customer order is expressly conditioned upon Customer's assent to these Terms, except to the extent Madoov expressly agrees otherwise in a written agreement signed by an authorized representative of Madoov.

Any purchase order submitted by Customer is accepted solely for purposes of identifying Products, quantities, agreed pricing, delivery information, billing information, and other administrative details.

Madoov expressly rejects and objects to any additional or different terms contained in:

Customer purchase orders;

procurement portals;

vendor agreements;

supplier forms;

purchase acknowledgments;

Customer terms and conditions;

electronic purchasing systems;

correspondence; or

9. PRODUCT INFORMATION

Madoov makes commercially reasonable efforts to provide accurate Product descriptions, specifications, photographs, dimensions, packaging information, quantities, model information, and other Product information.

Manufacturers may change packaging, formulas, materials, dimensions, colors, specifications, model numbers, country of origin, or other characteristics without notice.

Product images are provided for identification and informational purposes and may not exactly represent the Product delivered.

Unless expressly agreed otherwise in writing, minor variations that do not materially impair ordinary Product functionality do not constitute nonconformity.

Customer is responsible for reviewing the actual Product label, packaging, specifications, Safety Data Sheet ("SDS"), manufacturer's instructions, certifications, and accompanying Product documentation before use.

10. PRODUCT DESCRIPTIONS, SAMPLES, AND REPRESENTATIONS

No statement made by a salesperson, driver, customer-service representative, distributor, website description, marketing material, demonstration, sample, recommendation, or informal communication will create an additional warranty or guarantee beyond an express written warranty issued or expressly adopted by Madoov, except to the extent applicable law provides otherwise.

Any sample or demonstration Product is provided for evaluation unless expressly stated otherwise in writing.

Variations that normally occur between production batches, manufacturers, materials, colors, fragrances, concentrations, packaging, or manufacturing runs may occur.

Customer should not rely on oral statements concerning Product performance, compatibility, regulatory status, life expectancy, chemical resistance, dilution, coverage, or fitness for a specialized application where those matters are material to Customer's purchasing decision.

In such circumstances, Customer should request written Product documentation or written confirmation before purchase.

Only an authorized representative of Madoov may create or modify an express contractual warranty on behalf of Madoov.

11. PRODUCT AVAILABILITY AND SUBSTITUTIONS

All Products are subject to availability.

Inventory information displayed on the Site or communicated by Madoov is not a guarantee that a Product will remain available until the applicable order is accepted and allocated.

Madoov may discontinue Products at any time.

Where commercially reasonable, Madoov may propose an alternative or substitute Product.

Madoov will not knowingly substitute a materially different Product without Customer authorization where the difference would materially affect the Product's intended application.

12. PRICING

Prices are stated in U.S. dollars unless otherwise indicated.

Prices, promotions, specifications, availability, packaging, freight costs, and Product offerings may change without notice before an order is accepted.

Website prices may differ from negotiated, contract, account-specific, volume, promotional, quotation, governmental, or institutional pricing.

A quotation is valid only for the period stated in that quotation.

If no validity period is stated, Madoov may revise or withdraw the quotation before Customer's acceptance and Madoov's acceptance of the resulting order.

Madoov may correct typographical, clerical, technical, system, catalog, quotation, invoice, or pricing errors.

If a Product was listed or quoted at an incorrect price, Madoov may cancel the affected order before fulfillment or request Customer approval of the corrected price.

13. BULK AND VOLUME PRICING

Bulk, contract, negotiated, special, or volume pricing may depend on quantity, delivery destination, freight, manufacturer availability, raw-material costs, packaging configuration, market conditions, and other commercial factors.

Unless expressly stated otherwise in writing, special pricing applies only to the Customer, Products, quantities, locations, and time period for which it was issued.

Customer may not transfer negotiated pricing to another person or entity without Madoov's written authorization.

14. PROMOTIONS AND DISCOUNTS

Promotions, discounts, introductory offers, coupons, and special pricing may be subject to separate terms.

Unless expressly stated otherwise, promotions:

have no cash value;

cannot be applied retroactively;

may not be combined;

may require a minimum purchase;

may have quantity limitations;

may exclude certain Products or brands; and

may be modified or discontinued as permitted by law.

Madoov may reject promotional use reasonably determined to be fraudulent, abusive, duplicative, unauthorized, or inconsistent with the applicable promotion.

15. TAXES

Prices generally exclude sales, use, excise, and similar taxes unless expressly stated otherwise.

Customer is responsible for taxes legally imposed on the transaction except taxes imposed directly on Madoov's net income.

Where Madoov is legally required to collect tax, the applicable tax will be charged.

A Customer claiming tax-exempt or resale status must provide valid and complete exemption documentation acceptable to Madoov.

Customer represents that exemption or resale documentation supplied to Madoov is accurate, complete, current, and legally valid.

If a governmental authority determines that tax should have been collected because Customer supplied inaccurate, expired, invalid, misleading, or incomplete exemption documentation, Customer remains responsible for amounts legally attributable to Customer to the extent permitted by law.

16. PAYMENT

Payment is due according to the terms displayed at checkout or stated on the applicable quotation, invoice, order confirmation, credit agreement, or other Madoov documentation.

Madoov may accept payment by credit card, debit card, ACH, check, approved commercial credit account, or another payment method made available by Madoov.

Customer represents and warrants that Customer is authorized to use every payment method submitted.

Madoov may require advance payment, deposits, payment guarantees, updated payment information, or other commercially reasonable payment arrangements before accepting or fulfilling an order.

Payments may be applied to outstanding Customer obligations in a commercially reasonable manner unless applicable law requires otherwise.

17. CREDIT ACCOUNTS AND PAYMENT TERMS

Any extension of credit, including Net payment terms, is subject to Madoov's approval.

Madoov may establish, increase, reduce, suspend, or withdraw credit limits or payment terms as permitted by law.

Madoov may review Customer's credit status periodically and may request commercially reasonable financial, trade-reference, or payment information in connection with extension or continuation of credit.

Unless otherwise stated in a written agreement, an invoice is payable by the due date printed on that invoice.

Customer must promptly notify Madoov of any good-faith invoice dispute and identify the specific amount and basis of the dispute.

Customer remains obligated to timely pay all undisputed portions of the invoice.

Failure to pay undisputed amounts when due may result in:

suspension of further deliveries;

suspension or withdrawal of credit privileges;

cancellation or hold of pending orders;

conversion to prepaid terms;

referral for collection; or

other lawful remedies.

To the fullest extent permitted by law, Customer is responsible for reasonable costs incurred by Madoov in collecting past-due undisputed amounts, including collection expenses, court costs, and reasonable attorneys' fees where contractually and legally recoverable.

Any finance charge or late charge will apply only to the extent disclosed in the applicable agreement or invoice and permitted by applicable law.

18. DEDUCTIONS, CHARGEBACKS, AND SETOFFS

Customer may not take unauthorized deductions, credits, offsets, chargebacks, or back-charges against amounts owed to Madoov.

Nothing in this Section eliminates a deduction, offset, or remedy that Customer has an absolute legal right to exercise and that cannot lawfully be waived or restricted.

Any requested commercial credit, deduction, or adjustment should be submitted to Madoov with supporting documentation.

19. DELIVERY

Delivery dates and times are estimates unless Madoov expressly agrees in writing to a guaranteed delivery commitment.

Local delivery depends on service area, inventory, order timing, Product type, order size, weather, traffic, staffing, vehicle availability, and other operational factors.

Any advertised same-day or expedited delivery program is subject to availability and applicable ordering requirements.

Customer is responsible for providing a complete and accurate delivery location, delivery instructions, contact information, and reasonable access to the delivery location.

Additional costs caused by incorrect addresses, inaccessible locations, rejected deliveries, repeated delivery attempts, waiting time, detention, redelivery, special handling, or other Customer-caused conditions may be charged where appropriate.

20. SHIPPING AND FREIGHT

Products shipped by parcel carrier, freight carrier, manufacturer, common carrier, or another third party may be subject to freight, fuel, residential-delivery, liftgate, inside-delivery, accessorial, hazardous-material, oversized-product, pallet, expedited, or similar charges.

Unless expressly included in a written quotation, applicable shipping and freight charges may be added separately.

Madoov may select a commercially reasonable carrier unless Customer and Madoov agree otherwise.

Special-order, oversized, palletized, hazardous, expedited, residential, liftgate, inside-delivery, limited-access, or similar shipments may incur additional charges.

21. TITLE AND RISK OF LOSS

For Products delivered directly by Madoov, risk of loss transfers to Customer when the Products are delivered at the agreed delivery location.

For Products shipped through an independent carrier, risk of loss will transfer in accordance with the expressly agreed shipping terms and applicable law.

Unless a written quotation or order confirmation expressly provides otherwise, title to Products passes to Customer upon delivery, subject to any rights or security interests permitted by applicable law.

No provision in this Section eliminates responsibility for loss or damage occurring before the applicable transfer of risk.

Special shipping terms expressly stated in an accepted Madoov quotation or order confirmation control over this Section to the extent of any conflict.

22. INSPECTION, SHORTAGES, AND DELIVERY DAMAGE

Customer must inspect shipments within a commercially reasonable period after delivery.

Visible shortages, visible shipping damage, incorrect Products, or apparent quantity discrepancies should be reported to Madoov promptly and, whenever reasonably possible, within five business days following delivery.

Customer should provide photographs, delivery documentation, packing slips, carrier documentation, lot numbers, or other reasonably requested evidence where applicable.

Latent defects that could not reasonably have been discovered during initial inspection must be reported within a reasonable time after discovery.

Customer must provide legally sufficient notice of an alleged breach within the period required by applicable law.

Failure to timely notify Madoov may affect Customer's ability to obtain a remedy, particularly where delay materially impairs Madoov's ability to investigate the claim or seek recovery from a carrier, supplier, or manufacturer.

Customer should retain damaged Products, packaging, pallets, labels, and related evidence until Madoov advises that they may be discarded.

23. RETURNS

Unless different written return terms apply to a specific Product or transaction, Customer should request authorization to return an eligible Product within 30 days after delivery.

Returned Products generally must be:

unused;

unopened where applicable;

undamaged;

uncontaminated;

in resalable condition;

in original packaging; and

accompanied by proof of purchase.

Return authorization may be required before a Product is shipped or delivered back to Madoov.

Madoov may refuse unauthorized returns.

Eligible returns may be subject to a reasonable restocking charge of up to 20% where permitted by law, including where a manufacturer or supplier charges Madoov a restocking fee or additional handling is required.

Shipping, freight, special-order, delivery, and handling charges generally are non-refundable unless the return results from a Madoov error or an applicable warranty requires otherwise.

24. NON-RETURNABLE PRODUCTS

Unless Madoov agrees otherwise in writing, the following Products may be non-returnable:

custom or specially manufactured Products;

special-order Products;

Products specifically sourced for Customer;

opened chemical Products;

partially used Products;

Products with broken seals;

Products that cannot safely or legally be resold;

clearance or final-sale Products;

Products damaged after delivery;

Products altered, contaminated, improperly stored, or improperly used by Customer; and

Products subject to manufacturer-specific return restrictions.

Nothing in this Section restricts rights concerning defective Products that applicable law prohibits Madoov from restricting.

25. ORDER CANCELLATIONS

Standard stock orders may be cancelled before processing, allocation, shipment, or delivery when operationally possible.

Special-order, custom, manufactured-to-order, private-label, or specifically sourced Products may not be cancellable after Madoov has made a binding procurement commitment or incurred nonrecoverable costs.

Customer may be responsible for commercially reasonable and legally recoverable nonrecoverable costs associated with an authorized cancellation.

26. MANUFACTURER WARRANTIES

Products manufactured by third parties may be covered by warranties provided by the applicable manufacturer.

Where appropriate, Madoov may reasonably assist Customer in identifying or submitting a manufacturer warranty claim.

Madoov does not assume the obligations of a third-party manufacturer's warranty unless Madoov expressly agrees to do so in writing.

Manufacturer warranty terms are determined by the manufacturer and may vary by Product.

27. MADOOV-BRANDED PRODUCTS

Any express warranty applicable to a Madoov-branded Product is limited to the express written warranty, if any, provided with the Product, in applicable Product documentation, or in a separate written warranty issued by Madoov.

Madoov-branded Products must be stored, handled, diluted, applied, and used in accordance with their labels, instructions, SDS documentation, and applicable law.

28. EXCLUSIVE REMEDY FOR PRODUCT CLAIMS

To the fullest extent permitted by applicable law, if Madoov determines that a Product supplied by Madoov is defective or materially nonconforming and Customer is entitled to a remedy, Madoov may, at its election:

repair the Product where commercially reasonable;

replace the affected Product;

issue an account credit for the affected Product; or

refund the amount actually paid to Madoov for the affected Product.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE FOREGOING REMEDIES CONSTITUTE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR A DEFECTIVE OR MATERIALLY NONCONFORMING PRODUCT.

This Section does not limit any remedy that applicable law prohibits the parties from excluding or limiting.

If an exclusive or limited remedy legally fails of its essential purpose, the parties retain those remedies required by applicable law.

29. PRODUCT SUITABILITY AND CUSTOMER RESPONSIBILITY

Customer is responsible for determining whether a Product is appropriate for Customer's intended application, facility, equipment, materials, surfaces, employees, customers, and regulatory requirements.

Recommendations made by Madoov personnel are based on information supplied by Customer and constitute general commercial assistance unless Madoov expressly undertakes a specific professional evaluation in writing.

Madoov does not control Customer's facilities, surfaces, equipment, personnel, dilution procedures, storage conditions, application methods, training, environmental conditions, regulatory environment, or Product use.

Customer should appropriately test a Product before widespread application where compatibility, surface appearance, material reaction, finish, staining, corrosion, or other Product interaction may be a concern.

30. AUTHORITY OF SALES AND SERVICE PERSONNEL

No salesperson, delivery driver, customer-service employee, independent representative, or other Madoov personnel is authorized to:

modify these Terms;

waive a contractual requirement;

create a guarantee not contained in Madoov's written documentation;

accept liability beyond these Terms;

promise regulatory compliance for a Customer's specific application; or

bind Madoov to unusual or additional contractual obligations,

unless the applicable commitment is expressly confirmed in writing by a representative authorized by Madoov to make that commitment.

31. CHEMICAL PRODUCTS AND SAFETY

Certain Products sold by Madoov contain chemical substances requiring appropriate storage, handling, dilution, application, personal protective equipment, ventilation, training, or other safety precautions.

Customer is responsible for ensuring that Products are handled and used by appropriately trained personnel and in accordance with:

Product labels;

Safety Data Sheets;

manufacturer instructions;

workplace-safety requirements;

environmental requirements;

facility policies; and

applicable federal, state, and local law.

Customer must not mix chemical Products unless expressly directed by the applicable manufacturer.

SDS documentation may be available from Madoov or the applicable manufacturer.

32. REGULATORY COMPLIANCE

Laws, certifications, regulations, facility requirements, codes, and permitted applications vary by jurisdiction and use.

Customer is responsible for determining whether a Product satisfies the legal, regulatory, industry, facility, or contractual requirements applicable to Customer's intended use.

Terms such as "commercial," "professional," "industrial," "food-service," "medical," "disinfecting," "sanitizing," or similar descriptions must be interpreted together with the Product's actual label, EPA or other registration where applicable, specifications, certifications, and manufacturer documentation.

No website description or sales statement replaces legally required Product labeling or instructions.

33. WARRANTY DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR AN EXPRESS WRITTEN WARRANTY PROVIDED OR EXPRESSLY ADOPTED BY MADOOV, THE PRODUCTS AND SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE."

MADOOV DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, TO THE EXTENT PERMITTED BY LAW, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

MADOOV DOES NOT WARRANT THAT EVERY PRODUCT IS SUITABLE FOR EVERY PURPOSE, SURFACE, EQUIPMENT TYPE, FACILITY, REGULATORY REQUIREMENT, OR APPLICATION.

SOME LAWS DO NOT PERMIT CERTAIN WARRANTY EXCLUSIONS OR LIMITATIONS. WHERE SUCH LAW APPLIES, THIS SECTION WILL APPLY ONLY TO THE MAXIMUM EXTENT LEGALLY PERMITTED.

34. LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MADOOV SUPPLIES INC. AND ITS AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS, SUPPLIERS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THE SITE, PRODUCTS, AN ORDER, DELIVERY, DELAY, PRODUCT USE, OR THESE TERMS.

THE FOREGOING EXCLUSION INCLUDES, WITHOUT LIMITATION, LOSS OF PROFITS, LOSS OF REVENUE, BUSINESS INTERRUPTION, LOSS OF BUSINESS OPPORTUNITY, LOSS OF DATA, LOSS OF GOODWILL, LOST PRODUCTION, REPLACEMENT LABOR, DOWNTIME, SUBSTITUTE PRODUCT COSTS TO THE EXTENT EXCLUDABLE BY LAW, OR SIMILAR ECONOMIC LOSS, EVEN IF SUCH LOSS WAS FORESEEABLE OR MADOOV WAS ADVISED OF ITS POSSIBILITY.

TO THE FULLEST EXTENT PERMITTED BY LAW, MADOOV'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR PRODUCT OR TRANSACTION WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO MADOOV FOR THE PRODUCT GIVING RISE TO THE CLAIM.

These limitations do not apply to liability that applicable law prohibits Madoov from limiting or excluding.

35. CUSTOMER INDEMNIFICATION

To the fullest extent permitted by applicable law, Customer agrees to defend, indemnify, and hold harmless Madoov Supplies Inc. and its affiliates, owners, officers, directors, employees, representatives, and agents from third-party claims, damages, liabilities, penalties, losses, judgments, and reasonable expenses, including reasonable attorneys' fees where recoverable, arising out of or relating to:

Customer's unlawful use of the Site;

Customer's misuse, alteration, repackaging, relabeling, contamination, improper storage, improper handling, improper dilution, or improper application of Products;

Customer's failure to follow Product instructions, labels, SDS documentation, warnings, or applicable law;

Customer's unauthorized representations concerning Products;

Customer's violation of these Terms; or

Customer's infringement or violation of another person's rights.

This indemnification obligation does not require Customer to indemnify Madoov for liability caused solely by Madoov's own conduct where applicable law prohibits such indemnification.

36. INDEMNIFICATION PROCEDURE

A party seeking indemnification under these Terms will provide reasonably prompt notice of the applicable third-party claim, provided that delayed notice will relieve the indemnifying party of its obligation only to the extent the delay materially prejudices the defense.

The indemnifying party may control the defense of the claim using reasonably qualified counsel.

The indemnified party will provide reasonable cooperation at the indemnifying party's expense.

The indemnified party may participate in the defense using its own counsel at its own expense unless applicable law or an actual conflict of interest provides otherwise.

No settlement may impose liability, admission of wrongdoing, continuing obligation, restriction, or nonmonetary obligation on an indemnified Madoov party without Madoov's prior written consent, which will not be unreasonably withheld where appropriate.

37. FORCE MAJEURE

Madoov will not be liable for failure, shortage, interruption, or delay in performance caused by events beyond its reasonable control.

Such circumstances may include:

severe weather;

natural disasters;

fire;

flood;

acts of God;

war;

terrorism;

civil unrest;

labor disputes;

strikes;

epidemics or pandemics;

governmental actions;

transportation disruptions;

carrier delays;

supplier failures;

manufacturing interruptions;

port closures;

raw-material shortages;

Product shortages;

utility outages;

communications failures;

cybersecurity events affecting third parties;

import or export restrictions;

changes in law; or

other events beyond Madoov's reasonable control.

During a shortage, supply disruption, or force-majeure event, Madoov may, to the extent commercially reasonable and permitted by law:

allocate available inventory among customers;

make partial shipments;

extend delivery schedules;

source Products from alternative suppliers;

use alternative carriers;

offer commercially reasonable substitute Products; or

cancel quantities Madoov cannot reasonably supply.

Performance is excused for the period reasonably affected by the event.

38. WEBSITE USE

The Site may be used only for lawful purposes.

Users may not:

attempt unauthorized access to accounts, servers, networks, or systems;

interfere with Site operation or security;

introduce malicious software or code;

scrape, crawl, harvest, or extract Site information by automated means except where expressly authorized;

use the Site to commit fraud or unlawful conduct;

impersonate another person or entity;

knowingly submit false information;

circumvent pricing, ordering, account, or security controls; or

use Site content in violation of intellectual-property rights.

Madoov may restrict, suspend, or terminate access where Madoov reasonably believes the Site or an account is being misused.

39. CUSTOMER ACCOUNTS AND SECURITY

Customer is responsible for maintaining the confidentiality and security of Customer credentials.

Customer is responsible for activity conducted through its account by persons Customer authorized or negligently permitted to access the account, subject to applicable law.

Customer must provide accurate and current registration, billing, delivery, and contact information.

Customer must promptly notify Madoov of suspected unauthorized access, compromise, employee separation affecting account access, or unauthorized purchasing activity.

Madoov may suspend an account where it reasonably believes the account has been compromised, used fraudulently, or presents a material security or payment risk.

40. INTELLECTUAL PROPERTY

The Site and its contents, including text, graphics, logos, trade names, trademarks, Product photography, artwork, designs, catalogs, downloadable materials, software, and page layouts, are owned by or licensed to Madoov or the applicable rights holder and are protected by applicable intellectual-property laws.

"Madoov," Madoov logos, and related branding may not be copied, reproduced, modified, distributed, displayed, or commercially used without prior written authorization.

Third-party trademarks remain the property of their respective owners.

41. LIMITED PERMISSION TO USE THE SITE

Madoov grants users a limited, revocable, non-exclusive, non-transferable right to access and use the Site for legitimate purchasing, account-management, informational, or business purposes.

No ownership interest in Site content is transferred to a user.

42. THIRD-PARTY LINKS AND SERVICES

The Site may contain links to third-party websites or utilize services provided by third parties, including payment processors, carriers, manufacturers, analytics providers, hosting providers, and other vendors.

Madoov does not control independent third-party websites, content, privacy practices, security practices, or services.

A link, reference, integration, or availability of a third-party service does not necessarily constitute endorsement.

43. WEBSITE AVAILABILITY

Madoov does not guarantee uninterrupted or error-free access to the Site.

Madoov may modify, suspend, restrict, or discontinue all or part of the Site for maintenance, security, legal, operational, or business reasons.

Madoov is not responsible for temporary outages or technical problems beyond its reasonable control.

44. INFORMATIONAL CONTENT

Information provided through the Site, catalogs, emails, quotations, sales materials, or communications is provided for general commercial and informational purposes.

Nothing provided by Madoov constitutes legal, regulatory, engineering, medical, environmental, occupational-safety, or other licensed professional advice unless expressly agreed in a separate professional-services agreement.

Customer remains responsible for obtaining appropriate professional advice when required.

45. USER-SUBMITTED CONTENT

If the Site permits submission of reviews, photographs, comments, feedback, testimonials, or other content, Customer represents that Customer has the right to provide the material and that doing so does not violate applicable law or third-party rights.

Customer grants Madoov a non-exclusive, worldwide, royalty-free license to use, reproduce, display, and distribute voluntarily submitted content in connection with Madoov's business, marketing, and operation of the Site, subject to applicable privacy law.

Madoov may remove content it reasonably considers unlawful, misleading, abusive, infringing, fraudulent, or inappropriate.

46. FRAUD PREVENTION AND VERIFICATION

Madoov may use commercially reasonable transaction, identity, account, and fraud-prevention measures.

Madoov may request additional information where reasonably necessary to verify Customer identity, representative authority, payment authorization, delivery information, tax status, credit status, or transaction legitimacy.

An order may be delayed, held, or cancelled where required verification cannot reasonably be completed.

47. PRIVACY

Madoov's collection, use, maintenance, and disclosure of personal information is governed by the applicable Madoov Privacy Policy.

By using the Site or creating an account, Customer acknowledges having access to the Privacy Policy.

The Privacy Policy is incorporated into these Terms to the extent applicable.

48. ELECTRONIC COMMUNICATIONS

When Customer creates an account, electronically signs these Terms, communicates electronically, requests a quotation, submits an online form, or places an electronic order, Customer consents to transaction-related electronic communications.

To the extent permitted by law, electronic records, notices, invoices, statements, order confirmations, signatures, acknowledgments, and similar communications satisfy requirements that such communications be in writing.

Marketing communications remain subject to applicable law and available opt-out rights.

49. GOVERNMENT, EDUCATIONAL, AND INSTITUTIONAL CUSTOMERS

Orders from governmental entities, public bodies, schools, colleges, universities, municipalities, and other public institutions may be subject to legally required procurement terms.

Madoov may agree to applicable requirements through a separately signed agreement or procurement document.

The mere inclusion of additional terms in a purchase order, portal, registration form, vendor form, or procurement system does not constitute Madoov's acceptance of those terms unless Madoov expressly agrees as provided in these Terms.

50. RESALE

Products purchased for resale must be resold in compliance with applicable laws, labeling requirements, manufacturer restrictions, intellectual-property rights, and regulatory requirements.

Customer may not unlawfully remove, modify, obscure, falsify, or misrepresent Product labels, manufacturer information, safety information, expiration information, registrations, warnings, directions, or required instructions.

51. EXPORT AND SANCTIONS COMPLIANCE

Customer may not purchase, export, re-export, transfer, divert, or use Products in violation of applicable United States export-control, sanctions, embargo, or trade laws.

Madoov may reject or cancel a transaction where fulfillment may violate applicable trade restrictions or expose Madoov to legal or regulatory risk.

52. GOVERNING LAW

These Terms and transactions between Customer and Madoov are governed by the laws of the State of Illinois, without regard to conflict-of-law rules, except where applicable federal law controls.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

53. EXCLUSIVE VENUE AND JURISDICTION

To the fullest extent permitted by applicable law, any lawsuit or judicial proceeding arising out of or relating to these Terms, the Site, an account, an order, or a transaction with Madoov must be brought exclusively in:

a state court of competent jurisdiction located in Cook County, Illinois; or

where federal subject-matter jurisdiction exists, the United States District Court for the Northern District of Illinois.

Each party irrevocably submits to the personal jurisdiction of such courts and waives objections to venue or inconvenient forum to the fullest extent permitted by law.

Nothing in this Section prohibits Madoov from pursuing collection remedies, lien rights, provisional remedies, or enforcement procedures in another jurisdiction where applicable law requires or permits such proceedings.

54. INFORMAL DISPUTE RESOLUTION

Before commencing litigation, the parties are encouraged to attempt in good faith to resolve the dispute through direct communication.

Customer may submit a written dispute notice to:

Madoov Supplies Inc.
2155 Stonington Ave, Suite 122
Hoffman Estates, Illinois 60169
Email: order@madoov.com

The notice should describe the dispute, relevant order or invoice, requested resolution, and Customer contact information.

Nothing in this Section prevents either party from seeking urgent injunctive or provisional relief or taking action necessary to preserve a claim before an applicable limitation period expires.

55. CONTRACTUAL LIMITATION PERIOD FOR SALES CLAIMS

To the fullest extent permitted by applicable law, any action by Customer against Madoov alleging breach of a contract for the sale of goods or breach of warranty relating to Products must be commenced within one year after the applicable cause of action accrues.

This Section is intended to shorten the limitations period for qualifying contracts for the sale of goods only to the extent applicable law permits such shortening.

This Section does not shorten a limitations period where applicable law prohibits the parties from doing so and does not alter legally applicable rules concerning accrual or tolling that cannot be modified by agreement.

56. RIGHTS THAT CANNOT BE WAIVED

Nothing in these Terms eliminates or restricts a right, remedy, warranty, defense, or obligation that applicable law prohibits the parties from eliminating or restricting.

Where a provision conflicts with mandatory law applicable to a particular transaction, the mandatory law controls only to the extent required.

57. SEVERABILITY AND REFORMATION

If a provision of these Terms is held invalid, illegal, or unenforceable, the provision will be enforced to the maximum extent legally permissible and, where appropriate, interpreted or modified to most closely accomplish its lawful intended purpose.

If modification is not permitted or practical, the invalid portion will be severed.

The remainder of the Terms will continue in effect.

58. NO WAIVER

Madoov's failure or delay in enforcing any provision on one occasion does not waive that provision or Madoov's right to enforce it later.

A waiver by Madoov is effective only if made in writing by an authorized representative.

A waiver concerning one event does not automatically waive a later or different event.

59. ASSIGNMENT

Customer may not assign or transfer its rights or obligations relating to an account or order without Madoov's prior written consent, except where applicable law provides otherwise.

Madoov may assign its rights or obligations in connection with a merger, acquisition, sale of business or assets, financing, corporate reorganization, or other lawful business transaction.

60. NO THIRD-PARTY BENEFICIARIES

Except where expressly stated otherwise, these Terms are solely for the benefit of Madoov and Customer and do not create contractual rights in third parties.

61. HEADINGS AND INTERPRETATION

Section headings are provided for convenience and do not limit or alter interpretation of these Terms.

Words such as "including," "includes," and "include" mean "including without limitation" unless the context clearly requires otherwise.

The singular includes the plural and vice versa where appropriate.

62. ENTIRE AGREEMENT

These Terms, together with applicable Madoov quotations, order confirmations, Product-specific terms, credit agreements, policies expressly incorporated by reference, and any separately signed agreement applicable to the transaction, constitute the parties' agreement concerning the applicable transaction subject to the order of precedence stated above.

They supersede prior discussions, representations, negotiations, or communications concerning the same subject matter to the extent legally permitted.

No oral statement modifies these Terms.

No employee, salesperson, representative, driver, or agent may modify these Terms except through a written modification issued or approved by an authorized Madoov representative.

63. CHANGES TO THESE TERMS

Madoov may update these Terms to reflect changes in Products, operations, technology, business practices, legal requirements, or other legitimate business considerations.

Updated Terms will be posted with a revised "Last Updated" date.

Changes apply prospectively unless applicable law permits or requires otherwise.

The Terms applicable when an order is accepted generally govern that transaction unless the parties expressly agree otherwise.

Where Madoov determines that a material change should apply to future transactions under an existing Customer account, Madoov may require Customer to review and affirmatively accept the updated Terms before Customer may place additional orders.

Madoov's records may identify the version of the Terms accepted by Customer.

64. SURVIVAL

Provisions that by their nature should continue after completion, cancellation, expiration, suspension, or termination of an account or transaction will survive.

Without limitation, provisions concerning payment obligations, collection rights, Product safety, warranties and warranty disclaimers, limitation of liability, indemnification, intellectual property, governing law, dispute resolution, limitations periods, and accrued rights survive to the extent applicable.

65. CONTACT US

Questions concerning these Terms and Conditions may be directed to:

Madoov Supplies Inc.
2155 Stonington Ave, Suite 122
Hoffman Estates, Illinois 60169
United States

Phone: (847) 258-3733
Email: order@madoov.com
Website: www.madoov.com