1. Acceptance and terms and conditions: Seller, identified on the first page of the Purchase Order (the “Seller”), accepts this Order and any amendments by signing the acceptance copy of the Order and returning it to buyer, identified on the first page of the Purchase Order (the “Buyer”) promptly. Even without such written acknowledgment, Seller’s full or partial performance under this Order will constitute acceptance of these Terms. By acceptance of this Order, Seller agrees to be bound by, and to comply with all these Terms, which include any supplements to it, and all specifications and other documents referred to in this Order. These Terms apply to everything listed in this Order and constitute Purchaser’s offer to Seller, which Purchaser may revoke at any time prior to Seller’s acceptance. This Order is not an acceptance by Buyer of any offer to sell, any quotation, or any proposal. Reference in this Order to any such offer to sell, quotation, or proposal will not constitute a modification of any of these Terms. Terms and conditions different from or in addition to these Terms, whether contained in any acknowledgment of this Order, or with delivery of any goods or services under this Order, or otherwise, will not be binding on Buyer, whether or not they would materially alter this Order, and Buyer hereby rejects them. These Terms may be modified only by a written document signed by duly authorized representatives of Buyer and Seller.

2. Default: Time is of the essence of this Order. Buyer may by written notice of default to Seller (a) terminate all or any part of this Order if Seller fails to perform, or so fails to make progress as to endanger performance of this Order in accordance with its terms, and does not cure such failure within a period of seven (7) days (or such longer period as Buyer may authorize in writing) after receipt of notice from Buyer specifying such failure; and (b) procure, on such terms as it will deem appropriate, goods or services similar to those so terminated. Seller will continue performance of this Order to the extent not terminated and will be liable to Buyer for any excess costs for such similar goods or services. As an alternate remedy, and in lieu of termination for default, Buyer, at its sole discretion, may elect to extend the delivery schedule and/or waive other deficiencies in Seller’s performance, in which case an equitable reduction in the Order price will be negotiated. If Seller for any reason anticipates difficulty in complying with the required delivery date, or in meeting any of the other requirements of this Order, Seller will promptly notify Buyer in writing. If Seller does not comply with Buyer’s delivery schedule, Buyer may require delivery by fastest way and charges resulting from the premium transportation must be fully prepaid and absorbed by Seller. The rights and remedies of Buyer provided in this Section 2 will not be exclusive and are in addition to any other rights and remedies provided by the Uniform Commercial Code, by law, at equity or under this Order.

3. Price: Buyer agrees to purchase from Seller the Materials at the prices specified in the Purchase Order. Unless otherwise set forth in the Purchase Order, such prices shall constitute the full and complete prices for the Materials, including, without limitation, those related to freight, handling, packaging, and other fees. No price increases shall be effective unless agreed to in writing by Buyer. Unless otherwise expressly set forth in the Purchase Order, all references to amounts of money are references to United States of America Dollars.

4. Invoices, payment, and taxes:
      a) Invoices shall be rendered on completion of services or delivery of goods and shall contain the Purchase Order Number, item number, description of goods or services, quantities, unit prices, date(s) rendered and total purchase price. Each invoice must refer to one, and only one, purchase order.
      b) Payment Terms: Unless otherwise set forth in the Purchase Order, payment shall be made by Buyer on NET 30-day terms after the later to occur of: (a) Buyer’s receipt of Seller’s invoice; and (b) delivery of conforming Materials to the Relevant Buyer Location.
      c) Taxes: Except as may be otherwise provided in the PO, the Price includes all federal, state, and local taxes, duties, or other fees imposed by a governmental authority.

5. Packaging: All goods must be packaged in the manner specified by Buyer and shipped in the manner and by the route and carrier designated by Buyer. If Buyer does not specify the manner in which the goods must be packaged, Seller shall package the goods so as to avoid any damage in transit. If Buyer does not specify the manner of shipment, route, or carrier, Seller shall ship the goods at the lowest possible transportation rates, consistent with Seller’s obligation to meet the delivery schedule set forth in this Order.

6. Delivery and Risk: Materials orders must be delivered at the time or times specified in the Purchase Order or in written releases issued by Buyer. Unless otherwise set forth in the Purchase Order, all Materials shall be shipped to Buyer’s location specified in the Purchase Order or as otherwise specified by Buyer in writing (the “Relevant Buyer Location”). Risk of loss or damage to the Materials shall pass from Seller to Buyer in accordance with the applicable Incoterm specified in the PO and per the version of such Incoterms in effect on such date. All Materials shall be properly packed, marked, loaded, and shipped as required by the Purchase Order or otherwise directed by Buyer. All hazardous Materials must be clearly marked as such by Seller. Time is of the essence under this Purchase Order, and 100% on-time delivery is required. In the event of late delivery, Buyer may, at its option, reject the Materials, cancel all or part of the Purchase Order, vary delivery terms (including requiring expedited shipping at Seller’s expense), or purchase Materials from other suppliers. Any damages sustained by Buyer by reason of late delivery shall be paid to Buyer by Seller. Buyer may refuse to accept, return to, or store for Seller (at Seller’s risk and expense) any Materials that are delivered prematurely or late. Seller shall reimburse Buyer for all expenses incurred due to improper packing, marking, loading, or shipping.

7. Quantity/Unity: The quantity or unity of Materials ordered or released under this Purchase Order may not be exceeded or shorted. Buyer shall not be liable for, may reject, and may either return or retain for Seller (at Seller’s risk and expense) any Materials delivered in excess of that so ordered. Buyer shall be entitled to an appropriate reduction in the applicable purchase price with respect to any shortages of Materials delivered.

8. Inspection: All goods and services will be always subject to inspection and test by Buyer and places, including the period of manufacture and in any event prior to final acceptance. Final acceptance or rejection of the goods or services will be made as promptly as practical after delivery except as otherwise provided in this Order, but failure to inspect and accept or reject goods or services or failure to detect defects by inspection, will neither relieve Seller from responsibility for such goods or services as are not in accordance with this Order nor impose liabilities on Buyer for them. Buyer’s payment for the goods shall not constitute its acceptance of the goods. Rejected Goods and Goods that are the subject of any warranty claim will be returned at Seller’s risk and all handling and shipping costs from and to Seller’s premises shall be borne by Seller. Seller shall promptly reimburse Buyer for all shipping and handling costs paid by Buyer to return such Goods.

9. Warranties: In addition to Seller’s customary warranties on the Materials, any express warranties set forth in the Purchase Order, and any statutory warranties, Seller warrants that: (a) all Materials will strictly conform to all applicable specifications; (b) all Materials will be new and of the highest quality and free from defects in workmanship, materials, and design (when design is Seller’s responsibility); (c) the sale and use of Materials will not infringe or misappropriate any third party’s intellectual property or constitute unfair competition; (d) all Materials will be properly exported or imported into the destination country; (e) upon delivery, Buyer will receive good title to all Materials, free and clear of any liens, security interests, or other encumbrances; (f) all Materials will be merchantable and fit for Buyer’s intended purpose; (g) all services will be performed in a competent and workmanlike manner; and (h) all Materials shall be manufactured and sold in compliance with all applicable federal, state, local, and foreign laws, rules, and regulations, all codes and standards, and all labeling, transporting, licensing, approval, and certification requirements in the United States or other country where the Materials will be sold or used. These warranties will survive any inspection, testing, delivery, acceptance, use, and payment and shall inure to the benefit of Buyer and its successors, assigns, customers, and users of Buyer’s goods and services. If Seller breaches any of the foregoing warranties, Buyer may, at Buyer’s option: (x) retain the defective Materials in whole or in part with an appropriate adjustment in price; (y) require Seller to promptly repair or replace the defective Materials at Seller’s expense; or (z) reject the defective Materials and store or return them at Seller’s risk and expense.

10. Indemnification: Seller agrees to defend, indemnify and hold harmless Buyer 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 Seller, 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.

11. Set-Off: Buyer and Seller agree that Buyer may deduct and set-off from any sums due and owing Seller amounts equal to the costs, damages and losses that Buyer has incurred as a result of the failure of the goods to comply with the specifications and/or any breach of this or any other contract by Seller.

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

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

14. Force Majeure and Cancellation: Provided Seller notifies Buyer promptly, Seller will be excused for any failure to make, or delay in making, delivery as specified in the Purchase Order if such failure or delay is caused by an accident, fire, flood, invasion, civil commotion, war, act of terrorism, act of God, or government regulation (collectively, a “Force Majeure Event”). A Force Majeure Event will not include a failure or delay that is caused by Seller’s negligence or other culpable act, any labor problems or strikes, any commercial circumstances affecting pricing, or any commercial circumstances affecting availability of goods or raw materials. During a Force Majeure Event, Buyer may purchase Materials from other sources and reduce its purchases from Seller by such quantities, and Seller will allocate its actual production in a fair and reasonable manner. If any Force Majeure Event lasts more than thirty (30) days, Buyer may immediately cancel this Purchase Order without liability, except for Materials already delivered. Buyer shall also be excused for any failure or delay in performing under this Purchase Order or in accepting delivery if such failure or delay is due to any Force Majeure Event.
In the event of United States or foreign government intervention, trade restrictions, and/or quotas which may delay or prevent delivery of the goods or any part thereof, Buyer, at Buyer’s option, may cancel purchase of goods without liability.
In the event any of the goods shall become subject to any governmental fees or duties not presently in effect, or to any increase in any existing fee or duty, including any antidumping duty or countervailing duty, Buyer, at Buyer’s option, may cancel the unshipped balance of the goods without liability.
In the event of force majeure, both Buyer and Seller will attempt to overcome it and keep each other informed of progress. If a force majeure event continues for one month, Buyer and Seller will attempt to continue with the agreement. Failing agreement, Buyer may terminate the agreement.

15. Attorney’s Fees and Costs: Seller 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 Buyer’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.

16. Dispute Resolution/Governing Law: This Purchase Order shall be governed, construed, interpreted and enforced in accordance with the domestic laws of the State of Texas, United States of America, regardless of any choice of law or conflict of law provision. The United Nations Convention on Contracts for the International Sale of Goods shall not be applicable to the Agreement, these Terms, or any purchase or sale made hereunder.

17. 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 Purchase Order into any other language or the occurrence of any other language in this Purchase 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.

18. 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.