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. 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. 6. 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. 7. 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. 8. 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. 9. 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. 10. 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. 11. 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. 12. 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. 13. WAIVER OF JURY TRIAL BUYER AND SELLER KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY. 14. GOVERNING LAW: These Terms and Conditions shall be governed by the laws of the State of Florida. 15. 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. This includes all construction related materials and services sold by Seller, including but not limited to construction materials, concrete forming and accessories, forming and shoring systems, along with tools, safety accessories and related supplies and any and all proceeds of the same (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. 16.  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. 17. 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.