ATLANTIC PALLETS

SALES TERMS AND CONDITIONS

1. COMPLETE TERMS AND IMPLIED-IN-FACT AGREEMENT: These Terms and Conditions constitute a binding implied-in-fact agreement between Atlantic Pallets ("Seller") and the purchaser ("Buyer"). All sales are governed exclusively by these Terms and Conditions unless modified by a separate written agreement signed by Seller and Buyer. All sales are expressly conditioned upon Buyer's acceptance of these Terms and Conditions. Seller objects to and rejects any additional, different, conflicting, or supplemental terms contained in any purchase order, invoice, acknowledgment, vendor agreement, accounts payable policy, vendor portal requirement, or other document issued by Buyer. If Buyer does not accept these Terms and Conditions, Buyer must refuse delivery of the goods. Acceptance of delivery, receipt, possession, use, transfer, resale, or failure to reject the goods shall constitute acceptance of these Terms and Conditions in their entirety. Acceptance of delivery by Buyer or any of Buyer's employees, agents, representatives, contractors, dock personnel, warehouse personnel, or receiving personnel shall be deemed acceptance by Buyer and shall bind Buyer to these Terms and Conditions. 2. PAYMENT TERMS: Payment is due in accordance with the terms stated on Seller's invoice. Seller's invoice terms shall control all transactions and may not be modified by Buyer through any purchase order, accounts payable policy, deduction, chargeback, offset, vendor portal, or other buyer-generated document or process. Buyer shall pay all invoices in full without deduction, offset, holdback, back charge, credit, or reduction of any kind. 3.  ACCOUNT STATED: The amount shown due on Seller's invoice shall constitute an account stated and shall be conclusive and binding upon Buyer unless Buyer provides written notice of a specific dispute within twenty-four (24) hours following delivery. Failure to provide written notice within twenty-four (24) hours shall constitute Buyer's irrevocable acceptance of the invoice amount. 4. CLAIMS, SHORTAGES, AND DEFECTS: Buyer shall inspect all goods immediately upon delivery. Any claim for shortages, damage, nonconforming goods, or defects must be submitted in writing within twenty-four (24) hours following delivery. Failure to provide written notice within such period shall constitute full acceptance of the goods and waiver of all claims. 5 .TIME IS OF THE ESSENCE: Time is of the essence with respect to all payment obligations owed by Buyer 6. COLLECTION COSTS AND INTEREST: Past due balances shall accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by law, whichever is less. Buyer shall pay all costs incurred by Seller in collecting any unpaid amount, including but not limited to, Collection agency fees, Court costs, Filing fees, Arbitration fees, Expert witness fees, Attorney's fees, Post-judgment collection costs. These obligations shall survive judgment. Seller may refer any account that is forty-five (45) days or more past due to a collection agency, attorney, or other collection service without further notice to Buyer. 7. CREDIT REVIEW AND SUSPENSION OF CREDIT: Seller may investigate Buyer's creditworthiness at any time. Seller may, in its sole discretion Revoke credit terms, Convert an account to COD, Require advance payment, Suspend deliveries, Accelerate all outstanding balances. If Seller determines Buyer's financial condition or payment history is unsatisfactory. 8. PRICING: All pricing is subject to change without notice. Quoted prices may be withdrawn, revised, or adjusted at any time prior to delivery based upon market conditions, material costs, transportation costs, labor costs, fuel costs, tariffs, taxes, or supply conditions. The price stated on Seller's invoice shall govern the transaction. 9. DELIVERY AND UNLOADING: Buyer is solely responsible for loading and unloading all deliveries. Seller's employees and drivers shall not be required to operate Buyer's forklifts, equipment, machinery, or vehicles. Buyer assumes all risks associated with loading and unloading activities. 10. INDEMNIFICATION OF SELLER AND DRIVERS: Buyer shall defend, indemnify, and hold harmless Seller, its owners, officers, employees, agents, and drivers from any claims, injuries, losses, damages, liabilities, costs, or expenses arising out of: (a) Buyer's loading or unloading activities; (b) Buyer's employees or contractors; (c) Buyer's use of the goods; (d) conditions existing at Buyer's premises. 11. TITLE RETENTION: Title to all goods sold by Seller shall remain with Seller until payment is received in full. 12. PROPERTY DAMAGE AND DELIVERY SITE CONDITIONS: Buyer acknowledges that delivery vehicles may cause damage to pavement, curbs, sidewalks, landscaping, irrigation systems, underground utilities, drainage systems, driveways, loading areas, or other improvements due to vehicle weight, site conditions, or placement instructions. Buyer assumes all risks associated with delivery site conditions and releases Seller from liability for such damage except to the extent caused by Seller's gross negligence or intentional misconduct. 13. ELECTRONIC SIGNATURES: Electronic signatures, including signatures captured via tablet, mobile device, bill of lading, delivery receipt, invoice, email, or other electronic method, shall be deemed valid and enforceable to the same extent as original handwritten signatures. 14. CHARGEBACK: Buyer shall not initiate any chargeback, payment dispute, or reversal relating to a valid transaction. Buyer shall be responsible for all chargeback fees, merchant processing fees, administrative costs, attorney fees, and collection costs incurred by Seller in responding to or recovering amounts subject to any wrongful or unsuccessful chargeback or payment dispute. Buyer shall be responsible for all fees, costs, and expenses arising from returned checks, rejected ACH transactions, insufficient funds transactions, stop-payment orders, or other failed payment methods. 15. ARBITRATION: Any dispute arising out of or relating to any sale, invoice, delivery, account, or these Terms and Conditions shall be resolved exclusively through binding arbitration in Broward County, Florida. The prevailing party shall be entitled to recover all attorney's fees, arbitration fees, and costs. 16. WAIVER OF JURY TRIAL BUYER AND SELLER KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY. 17. GOVERNING LAW: These Terms and Conditions shall be governed by the laws of the State of Florida. 18. SECURITY: To secure payment and performance of all present and future debts, obligations or evidences of indebtedness (collectively, the "Obligations") of Applicant to Seller, Applicant hereby grants Seller a Purchase Money Security Interest in all goods, inventory, equipment and materials whenever distributed, sold, consigned, leased, rented or delivered, directly or indirectly, to or for the benefit of Applicant by Seller (collectively, the "Collateral"). All Collateral shall be used in Applicant's business for commercial use only and not for Applicant's consumer, personal or household use. A copy of this agreement may be used as a security agreement for granting a security interest in the Collateral. The security interest extends to all repossessions, returns and all proceeds of the Collateral, whether from sale, lease, rental or otherwise, and all existing or subsequently arising accounts and accounts receivable, chattel paper, general intangibles, and supporting obligations which may from time to time hereafter come into existence during the term of this Agreement or for so long as any Obligations under this Agreement are owed by Applicant to Seller. Applicant authorizes Seller to file financing statements (and continuations of financing statement) describing the collateral along with any notices and will cooperate with and assist Seller in taking any other necessary action to perfect and protect Seller's security interest in the Collateral. 19.  SURVIVAL: All payment obligations, collection obligations, indemnification obligations, arbitration obligations, attorney fee obligations, and all other obligations of Buyer shall survive delivery, acceptance, account closure, termination of business relations, judgment, bankruptcy proceedings, insolvency proceedings, restructurings, reorganizations, assignments for the benefit of creditors, and any other similar proceeding until all amounts owed to Seller are paid in full. 20. MODIFICATION OF TERMS: Seller may amend these Terms and Conditions from time to time. The version in effect on the date of delivery shall govern the transaction. 21. NO WAIVER: Seller's failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of Seller's right to enforce such provision or any other provision at any time. Any waiver by Seller must be in writing and signed by Seller. 22. SEVERABILITY: If any provision of these Terms and Conditions is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and shall be enforced to the maximum extent permitted by law. 23. ASSIGNMENT: Buyer may not assign, transfer, delegate, or otherwise convey any rights or obligations arising under these Terms and Conditions without the prior written consent of Seller. Any attempted assignment without Seller's consent shall be void. 24. CHANGE IN OWNERSHIP: Buyer shall notify Seller in writing within ten (10) days of any change in ownership, legal name, corporate structure, principal ownership, or business location. 25. REINSTATEMENT: If any payment made by Buyer is subsequently avoided, recovered, disallowed, returned, set aside, or otherwise invalidated in any bankruptcy proceeding, insolvency proceeding, preference action, fraudulent transfer action, or similar proceeding, Seller's claim and Buyer's obligations shall be automatically reinstated as though such payment had never been made. 26. VENUE: To the extent any dispute is not subject to arbitration or judicial action is required to enforce an arbitration award, security interest, judgment, or other rights of Seller, Buyer consents to the exclusive jurisdiction and venue of the state and federal courts located in Broward County, Florida. 27. FORCE MAJEURE: Seller shall not be liable for any delay or failure to perform resulting from causes beyond Seller's reasonable control, including but not limited to acts of God, weather events, labor disputes, equipment failures, supply shortages, transportation interruptions, governmental actions, pandemics, utility interruptions, or other events beyond Seller's control. 28. LIMITATION OF LIABILITY: Under no circumstances shall Seller be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including lost profits, lost business opportunities, production delays, downtime, or loss of use, arising from any sale, delivery, delay, defect, or other transaction between the parties. 29. CUMULATIVE REMEDIES: All rights and remedies available to Seller under these Terms and Conditions, at law, or in equity shall be cumulative and may be exercised separately or concurrently. The exercise of one remedy shall not preclude the exercise of any other remedy. 30. INVOICE DELIVERY AND NOTICE: Buyer is responsible for maintaining current billing, email, and contact information with Seller. Invoices, statements, notices, demands, and other communications transmitted by email, electronic delivery, customer portal, mail, or other commercially reasonable means shall be deemed received upon transmission to the contact information provided by Buyer. Seller shall not be responsible for Buyer's failure to receive communications due to inaccurate, outdated, incomplete, or improperly maintained contact information. 31. BUYER CONTACT INFORMATION: Buyer shall promptly notify Seller in writing of any change in billing address, email address, accounts payable contact, ownership, or other contact information. Buyer assumes all risk of non-delivery resulting from inaccurate, outdated, incomplete, or improperly maintained contact information. 32. PROOF OF DELIVERY: Seller's delivery receipts, bills of lading, electronic signatures, GPS records, photographs, delivery logs, and other business records shall constitute prima facie evidence of delivery, quantity delivered, and Buyer's acceptance of the goods. Absent written notice of dispute within twenty-four (24) hours of delivery, such records shall be conclusive and binding upon Buyer. 33. INTERNAL PROCESSING OF INVOICES: Buyer acknowledges that its internal accounting procedures, approval processes, routing requirements, staffing issues, email filtering, employee turnover, system failures, vendor portal issues, or failure to review, open, download, forward, approve, or process an invoice shall not excuse, delay, reduce, or otherwise affect Buyer's obligation to timely pay Seller's invoices. Buyer assumes all risks associated with its internal handling and processing of invoices and payment requests. 34. CREDIT HOLD: Seller may place Buyer's account on credit hold when any invoice becomes more than thirty (30) days past due. Seller may suspend deliveries and require all outstanding balances to be paid in full prior to extending additional credit or accepting future orders. 35. CURRENT PRICING: Prices quoted, invoiced, or charged on prior transactions shall not establish, guarantee, or obligate Seller to provide the same pricing on future transactions. Acceptance of delivery constitutes Buyer's acceptance of the pricing applicable to the order at the time of shipment or delivery. 36. DAMAGE TO SELLER PROPERTY: Buyer shall be responsible for any loss of or damage to Seller's trucks, trailers, equipment, products, or property caused by Buyer, Buyer's employees, agents, contractors, customers, forklifts, loading equipment, premises conditions, or unloading activities. 37. ORDER CANCELLATION: Accepted orders may not be cancelled, modified, or rescheduled without Seller's prior written consent. Buyer shall be responsible for all costs, expenses, and losses incurred by Seller as a result of any cancellation, modification, or rescheduling request. 38. PERSONAL GUARANTEE: Seller may require one or more personal guarantees as a condition of extending credit. Any executed personal guarantee shall be incorporated into and governed by these Terms and Conditions. 39. DELIVERY QUANTITIES FINAL: Quantities acknowledged by Buyer at the time of delivery shall be deemed correct and accepted. In the absence of written notice within twenty-four (24) hours of delivery, Seller's delivery records, bills of lading, delivery receipts, photographs, GPS records, and electronic signatures shall be conclusive and binding as to the quantity delivered. 40. ENTIRE AGREEMENT: These Terms and Conditions, together with Seller's invoices, bills of lading, delivery receipts, credit applications, and any written agreements executed by Seller, constitute the entire agreement between the parties and supersede all prior or contemporaneous discussions, negotiations, representations, understandings, and agreements relating to the subject matter hereof.