1. Acceptance and terms and conditions:

a) Terms of the Agreement: Buyer agrees to purchase from Seller the Goods referenced in Seller’s Sales Order (the “SO”), and to pay Seller the Price for such Goods, at the times and in accordance with the terms of the SO, including the terms and conditions appearing herein, which have been incorporated by reference into the SO (“Terms”; together with the SO, the “Agreement”). 

b) Declaration of the Agreement: Seller’s offer to sell the Goods to Buyer is expressly made conditional on Buyer’s assent to the Agreement. Buyer’s express and affirmative assent to the Agreement shall be conclusively presumed from Buyer’s performance, in whole or in part, under the Agreement. 

c) Conditions of the Agreement: Seller objects to and shall not be bound by any additional or different terms in Buyer’s purchase order (the “PO”) or in any other communication from Buyer to Seller. Notwithstanding any contrary provision in Buyer’s PO, no action by Seller (such as delivery of Materials or the commencement of work on the Materials to be manufactured for Buyer) will be deemed an acceptance by Seller of any PO from Buyer with terms different or additional than those contained in this Contract. 

d) Inviolability of the Agreement: Buyer agrees that this Contract contains the complete, exclusive, and entire statement of the terms of the agreement between Buyer and Seller and supersedes any previous oral or written representations or agreements. No other agreement, understanding, or proposal, including, without limitation, provisions in Buyer’s proposals, acknowledgements, PO, or other documents, which modifies or changes any term or condition of this Contract, or includes any additional, different, or inconsistent terms or conditions from those contained in this Contract, shall be binding unless it has been reduced to writing and specifically accepted in writing by Seller. From and after the Acceptance Date, Buyer shall not cancel the PO and SO nor change specifications without Seller’s prior written consent. 

e) Object of the Agreement: The “Goods” shall mean any goods (including any part or parts thereof) specified in the SO to be purchased by Buyer from Seller and shall include any services related thereto. 

2. Price: 

a) Price Variation: If a raw material component or service provider raises its prices or imposes a surcharge on Seller, Seller reserves the right to increase prices or institute surcharges on the Materials, and Buyer agrees to accept such increases or surcharges until the termination of such price increase or surcharge. 

b) Default Currency: Unless otherwise expressly set forth in the Sales Order, all references to amounts of money are references to United States of American Dollars.

3. Payment, fine/fees, delays and taxes:

a) Payment Terms: Unless otherwise set forth in the Sales Order, payment shall be made by Buyer on Cash on Delivery the goods.

b) Fine/Fees: When any payment is not paid on or before its due date, Buyer agrees to pay a late charge on the sum outstanding from the due date for the receipt of payment to the actual date of receipt of payment at a rate of 2.3% per month on the unpaid balance or the maximum legal rate, whichever is greater, and a fine of 1.7% over the total amount of the receipt of payment.

c) Delayed Payment: If payment is not paid on or before its due date, Buyer agrees that Seller may cease performance under any and all of Buyer’s purchase orders whether or not related to the late payment. Seller reserves the right, in its sole discretion, to cancel any order, delay shipment, or demand immediate full or partial payment in advance of delivery if Buyer’s credit standing, or ability or willingness to pay, is called into question by an event or circumstance, including, but not limited to, Buyer’s default of any obligation owed to Seller. Buyer shall not under any circumstances have any right to set off or hold back any payments due to Seller as a result of any dispute between the parties or for any other reason. Buyer waives all rights of offset and deduction.

d) Taxes: Any existing or future tax imposed in respect of this Agreement or the manufacture, sale, delivery, transportation, or storage of the Goods (other than usual income taxes imposed upon Seller), shall be paid by Buyer, or Buyer shall reimburse Seller promptly upon demand therefore if paid or required to be paid by Seller.

4. Delivery and Risk: 

a) Terms of Delivery: Depending on the term agreed upon by both parties, the Goods shall be delivered to the specified Buyer’s facility referenced in the Seller’s SO. At that moment, the title and risk of loss or damage to the Goods shall pass from Seller to Buyer in accordance with the applicable delivery terms specified in the SO. Shipping and delivery charges shall be made in accordance with the delivery terms specified in the SO. 

b) Buyer’s Obligation: Buyer acknowledges and states that all of Buyer’s employees shall be empowered and authorized to accept and sign any bill of lading acknowledging receipt of the Materials. In the event Seller is delayed in performance by Buyer or at Buyer’s request, Buyer will be responsible for a resulting increase in cost, including, without limitation, handling charges and storage charges. Seller’s breach or default in the delivery of any installment shall not give Buyer the right to refuse to receive any other installment. 

c) Logistical Service Providers: Seller is authorized to select and engage carriers, truckmen, lightermen, forwarders, customhouse brokers, agents, warehousemen and others, as required, to transport, store, deal with, and deliver the Goods, all of whom shall be considered as the agents of the Buyer, and the Goods may be entrusted to such agents subject to all conditions as to limitations of liability for loss, damage, expenses or delay and to all rules, regulations, requirements, and conditions, whether printed, written or stamped, appearing in bills of lading, receipts or tariffs issued by such carriers, truckmen, lightermen, forwarders, customhouse brokers, agents, warehousemen and others. 

d) Third Party Disclaimer: Seller shall under no circumstances be liable for any loss, damage, expense or delay to the Goods for any reason whatsoever when said Goods are in custody, possession or control of third parties selected by Seller to forward, enter and clear, transport or render other services with respect to such Goods. It shall be Buyer’s responsibility to pursue claims against the carrier when Goods have been damaged or lost in transit.

5. Claims/Seller’s Liabality: 

a) Filing a Claim: All warranty claims and claims for shortages or apparent defects in quality, shall be deemed waived unless presented in writing to Seller within three (3) business days after Buyer’s receipt of the Goods. The claim shall include the following: (1) date of delivery; (2) carrier’s name and driver’s name; (3) description of the Materials; (4) description and number of Materials; and (5) specific objection of Buyer to the Materials, as received. Failure of Buyer to make a claim within three (3) business days of delivery constitutes irrevocable acceptance of the Materials and a waiver of Buyer’s right to revoke acceptance. 

b) Buyer’s Liability: Under no circumstances shall Buyer cancel or have the right to cancel this Agreement because of the delivery of defective goods, and Buyer shall not set-off or otherwise deduct any damages, whether actual or alleged, from payments due Seller, unless such set-off is authorized in writing by Seller. 

c) Claim Procedure: In the event a claim is timely and properly made, the shipment shall be held intact by Buyer. Seller shall have 30 days in which to inspect the Materials on which a claim is filed and to decide whether or not to accept Buyer’s claim. If Seller does not accept Buyer’s claim within 30 days, it shall be deemed rejected. 

d) Claim Resolution: In all cases, Buyer’s exclusive remedy shall be limited to the return of the Materials to Seller, freight prepaid, and obtain repayment of the purchase price. At Seller’s option, Seller may repair the nonconforming Materials or deliver replacement Materials to Buyer at no charge. No Materials may be returned by Buyer with Seller’s prior written consent.

e) Warranties: If Seller is a supplier and not the original manufacturer of the goods any warranty is limited to the terms of the original manufacturer’s warranty, express or implied, as to the quality or fitness of the goods for any particular purpose. Any claim of defect in the goods should be directed to the manufacturer. Seller will cooperate in processing any such claim. SELLER MAKES NO OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE MATERIALS. WITHOUT LIMITING THE FOREGOING: (A) IF THE MATERIALS ARE MADE ACCORDING TO BUYER’S SPECIFICATIONS, SELLER DOES NOT WARRANT ADEQUACY OF SUCH SPECIFICATIONS OR THAT THE MATERIALS WILL PERFORM IN ACCORDANCE WITH SUCH SPECIFICATIONS; (B) SELLER DOES NOT WARRANT THAT THE MATERIALS ARE IN COMPLIANCE WITH ANY LAW OR REGULATIONS; (C) IF THE MATERIALS ARE MODULES OR ASSEMBLIES, SELLER DOES NOT WARRANT THE PERFORMANCE OF THE SYSTEM, DURABILITY OF THE SYSTEM, OR INTEGRATION INTO THE SYSTEM; (D) SELLER MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, WITH REGARD TO THE EXISTENCE OR NONEXISTENCE OF MOLD ON THE GOODS. BUYER IS ENCOURAGED TO EXAMINE GOODS RECEIVED. BUYER SHOULD CONTACT WOOD PRODUCTS ORGANIZATIONS FOR INFORMATION AND STEPS THAT CAN BE TAKEN TO REMOVE ANY MOLD THAT MIGHT BE PRESENT ON THE GOODS. IN NO EVENT SHALL SELLER BE LIABLE FOR LOST PROFITS, LOST REVENUES, OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN PARTICULAR, SELLER SHALL NOT BE LIABLE FOR THE DAMAGE OR LOSS OF PROFITS RESULTING FROM THE USE OR SALE OF THE MATERIALS, FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES FOR INJURIES TO PERSONS OR PROPERTY, FOR COMMERCIAL LOSSES, OR FOR ANY OTHER LOSS OR DAMAGE. SELLER’S WARRANTIES SHALL BE VOIDED BY ANY ABUSE, MISUSE, NEGLECT, OR DAMAGE OR WITH RESPECT TO ANY MATERIALS THAT HAVE BEEN ALTERED OR MODIFIED BY ANYONE OTHER THAN SELLER OR ITS AUTHORIZED REPRESENTATIVES. NO ACTION FOR ANY BREACH OF WARRANTY SHALL BE BROUGHT MORE THAN ONE YEAR AFTER THE DATE OF SHIPMENT.

6. Buyer’s financial conditions:

a) Duty to Pay: Buyer represents that it is solvent as of the date hereof, that it is currently able to pay its debts as they come due, and that it has sufficient assets and liquidity to perform its obligations under the Agreement as such obligations become due. If at any time Buyer’s financial capability shall become impaired or unsatisfactory to Seller in Seller’s sole discretion, Seller shall have the right to demand that Buyer provide to Seller collateral security to secure the performance of Buyer’s obligations under the Agreement or that Buyer pay the Price in full in cash in advance. 

b) Contract Compliance: If Buyer shall fail to comply with this demand, Seller shall have the right to decline and refuse to proceed any further with the performance of Seller’s obligations under the Agreement, including, without limitation, any obligation to make further shipments or deliveries. Nothing contained herein shall affect or limit Buyer’s obligation of Buyer to accept and pay for the merchandise herein contracted for.

7. Indemnification: Buyer agrees to defend, indemnify and hold harmless Seller from all claims, losses, damages, costs and legal fees of any nature whatsoever, including but not limited to consequential or incidental damages, arising out of or related to any acts or omission, including negligence of Buyers, its agents, employees, subcontractors, or any other persons directly or indirectly acting on behalf of them. The indemnified losses shall include, without limitation, those losses incurred as a result of any violation of any law, regulation, or order; bodily injury, death or property damage; breach of warranty; representation or misrepresentation regarding a product’s attributes or performance ability.

8. Cancellation: Neither this Contract nor any related purchase order may be terminated, cancelled, or modified (in whole or in part) by Buyer without Seller’s prior written consent. Seller reserves the right to cancel this Contract or extend the time for delivery because of a Force Majeure Event. All shipments are subject to final approval by Seller’s credit department, and Seller may cancel this Contract if credit is not approved. All sales are subject to any governmental action by which they may be affected.

9. Compliance With Laws: Seller shall strictly comply with all applicable federal, state, local, and foreign laws, rules, and regulations.

10. Timber Harvest: Seller warrants to Buyer that it has complied, and that all wood products sold under this Sales Order to comply with all local and international laws, rules, and regulations regarding the legal harvest of timber and timber products.

11. Force Majeure: 

a) Definition: The term “Force Majeure” shall mean an act of God or of the public enemy, public emergency, fires, storms, floods, wars, riots or civil disorder, pandemic or epidemic, acts of civil or military authorities, embargo, strike, lockout or other labor dispute, restriction imposed by Applicable Law, mechanical breakdown, the unavailability of utilities, including electricity, unforeseen causes interfering with source of supplies, production, transportation or delivery, or any other similar or dissimilar cause beyond the applicable Person’s reasonable control.

b) Sellers Liability: If Seller is rendered wholly or partially unable to perform its obligations under the Agreement because of a Force Majeure event, Seller shall be excused from whatever performance is affected by the Force Majeure event to the extent so affected. Seller will use commercially reasonable efforts to continue to perform its obligations hereunder and to remedy its inability to so perform. No obligations of Seller that arose prior to the occurrence of the event of Force Majeure, and no payment obligations whenever arising, shall be excused as a result of such occurrence. 

12. Attorney’s Fees and Costs: Buyer agrees to pay promptly on demand all reasonable costs and expenses incurred in connection with any advice sought or action taken to interpret or enforce any of the covenants, conditions, agreements or provisions of, the Agreement, including Seller’s reasonable attorneys’ fees, the fees and costs of expert witnesses, and legal and court costs, including any incurred on appeal or in connection with bankruptcy or insolvency, whether or not any lawsuit or proceeding is ever filed with respect hereto.

13. Choice of Law and Venue: This Agreement shall be construed and enforced exclusively pursuant to the laws of the State of Florida. The Parties also agree that the State courts of Florida shall have subject matter jurisdiction over the legal and factual issues in conflict, and shall have personal jurisdiction over the Parties, and each Party specifically consents to such courts exercising personal jurisdiction of them.  The Parties further agree that venue of any action to enforce the provisions of this Agreement, or any document executed in connection with this Agreement, or any dispute between the parties, whether based on contract, tort, common law, or statutory or other regulatory authority, shall be in Dade County, Miami, Florida. The Parties agree they will not contest the choice of law and venue provisions in this Paragraph.

14. Language: All documents produced or issued in connection with this transaction will be in English, and the resolutions of any dispute arising out of this transaction will be in English. Notwithstanding any translation of this Sales Order into any other language or the occurrence of any other language in this Sales Order, the English language version will control, and any translations into or occurrence of any other language will be of no effect whatsoever. In the event of any disagreement between the English language version and a version in any other language, the non-English language version will be null and void and of no effect.

15. Entire Understanding: The Agreement contains the entire understanding of the Parties relating to the subject matter contained therein and herein, and supersedes all prior agreements, arrangements or understandings, whether written or oral, with respect to the subject matter contained therein and herein. Any course of prior dealings, promise or condition in connection therewith or usage of trade not incorporated herein shall not be binding upon either Party.