SELIT North America Inc. 

Sales and Delivery Conditions

1. Purchase of Products

(a) Except to the extent otherwise agreed upon in writing, the terms set forth herein shall govern the sale and delivery of the SELIT branded underlay products  for flooring and other application (“Products”) by SELIT North America Inc. (“Seller”) and purchased by the purchaser  (“Purchaser”).

(b) These conditions apply to all future and current deliveries until new sales and delivery conditions apply. By placing an order, the Purchaser accepts these terms and conditions. The Seller does not accept any general terms and conditions of the Purchaser, all of which are hereby rejected. Acceptance of any Product delivery shall be deemed acceptance of these terms by Purchaser. The Seller’s deliveries, services and offers are based exclusively on these terms and conditions.

(c) All dealings between the parties shall be in writing and no order of Purchaser shall be binding on Seller until approved in writing by Seller.

(d) Unless specifically agreed upon to the contrary, prices of Products are subject to change without notice, and all references in sales brochures, technical data sheets and offers as to size, weight, and other details of the Products are approximate only. No such term shall be binding on Seller unless expressly incorporated in a purchase order which is approved and accepted by Seller in accordance with the terms hereof.

(e) Except as provided in subsection (f) of this Section 1, a purchase contract hereunder shall become effective upon written acceptance of Purchaser’s order by Seller.

(f) Purchaser acknowledges that Seller’s acceptance of any purchase order is dependent on Seller’s prior approval of Purchaser’s credit.

2. Delivery

(a) The terms of delivery are ex works Seller’s loading dock, unless otherwise agreed.

(b) Delivery times are estimates only, even if this is not expressly stated. Seller will use commercially reasonable efforts to make deliveries and services during the calendar week confirmed in writing by Seller, but in no case, before an agreement on all performance details has been made. Every partial delivery is deemed an independent order.

(c) Purchaser bears the risk of loss or destruction of the Products upon and after the first to occur of (i) pick-up or acceptance of the Products by Purchaser or its common carrier at Seller’s place of business, or (ii) written notification from Seller that the Products are ready for dispatch at Seller’s place of business. In case Purchaser requests a delay in delivery, Purchaser assumes all risk of loss, damage and/or destruction of the Products from the date the Products are ready to be delivered.

(d) Purchaser understands and expressly acknowledges that the Products are highly flammable, can cause environmental and health risks and that their transport, loading and unloading, storage and handling or application in the manufacturing process requires strict adherence to all safety requirements for dealings with flammable Products. The Safety Data Sheet attached to these Terms shall be expressly incorporated herein.

3. ­Force Majeure

Notwithstanding anything to the contrary, Seller shall not be liable
for any delay or failure to perform hereunder when such failure or delay is,
directly or indirectly, caused by, or in any manner arises from fire, floods,
accidents, civil unrest, acts of God, war, terrorism, epidemics or pandemics,
including COVID-19, governmental interference or embargoes, strikes, labor
difficulties, shortage of labor, fuel, power, materials, or supplies, breakage
of machinery or apparatus, transportation delays, or any other cause or causes
(whether or not similar in nature to any of those hereinbefore specified)
beyond its control.

4.­ Warranties and Claims

Seller warrants that the Products will, when delivered, substantially
comply with the Product descriptions provided in the Seller’s then current
specifications unless explicitly supplemented in writing in the Purchase Order
and convey good and marketable title to the Purchaser that the Products will be
delivered free from any lawful lien, claim or incumbrance.

THE WARRANTIES
SET FORTH HEREIN ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED. THE
SALE IS MADE ON THE EXPRESS UNDERSTANDING THAT THERE IS NO IMPLIED WARRANTY
THAT THE PRODUCTS SHALL BE FIT FOR ANY PARTICULAR PURPOSE. THE PURCHASER
ACKNOWLEDGES THAT PURCHASER IS NOT RELYING ON SELLER’S SKILLS OR JUDGMENT TO
SELECT OR FURNISH PRODUCTS SUITABLE FOR ANY PARTICULAR PURPOSE OR JOB OR TO
DETERMINE FEASIBILITY OF THE PRODUCTS FOR ANY PARTICULAR PURPOSE. THE PURCHASER
ACKNOWLEDGES THAT THERE ARE NO WARRANTIES WHICH EXTEND BEYOND THE DESCRIPTION
HEREIN.

IN NO EVENT SHALL
SELLER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, AND DAMAGES
ARISING OUT OF THE PURCHASE, UNLOADING, HANDLING, AND USE OF ANY PRODUCTS, ALL OF WHICH ARE WAIVED BY PURCHASER AND IN ANY EVENT, DAMAGES HEREUNDER SHALL BE
LIMITED TO A MAXIMUM OF THE PURCHASE PRICE FOR THE UNDERLYING PRODUCT ORDER.

The Purchaser shall inspect and accept or reject acceptance of the Products immediately upon
the arrival and shall, within three (3) days after the arrival, give written notice to Seller of any claim that the Product(s) do not conform with the terms of the order. If the Purchaser shall fail to give such notice, the Product(s) shall be deemed to have been accepted and the Purchaser shall pay for the products in accordance with the terms of the order.  

5. Prices

(a) All prices quoted by Seller are in U.S. funds and shall be on a net basis F.O.B. Seller’s loading dock. If discounts are granted on list prices, such discounts shall apply to the respective delivery only and are not binding for all standard products or subsequent orders.

(b) Unless otherwise expressly agreed upon in writing, the price quoted excludes the cost of shipping, insurance or other incidental expenditures of Seller.

(c) Purchaser will be responsible for any and all taxes, fees and assessments due or levied or based on any Products delivered under these terms, except for taxes solely based on the net income of Seller. Purchaser will promptly reimburse Seller (on an after-tax basis) for any taxes charged or assessed against Seller as and when incurred by Seller. If Purchaser represents and warrants that it has “tax exempt status”, Purchaser shall provide Seller with a properly executed exemption certificate, whereupon Seller will treat all applicable transactions accordingly.

6. Payment

(a) Unless otherwise set forth in the order or Seller’s acceptance of the order, payment is due within fifteen (15) days from the invoice date without set-off or discount.

(b) Purchaser shall not set-off, withhold or reduce payments on account of complaints, claims, or counterclaims not acknowledged and accepted by Seller.

(c) A payment shall be deemed made when the payment of invoice amount has been received by Seller and credited to Seller’s bank account.

(d) Seller may delay, condition or cancel, any orders or deliveries, if it deems itself insecure, as determined by it.

(e) The Seller may send invoices electronically to an email address to be specified by the Purchaser. The email shall be deemed as served on the transmission date. The Purchaser shall be responsible for the proper processing of the invoice. The Purchaser shall be responsible for any delayed processing of invoices by the Purchaser.

7. Default

(a) Purchaser shall be in default (hereinafter “Default”) under this Agreement and Seller may terminate this Agreement and exercise all other remedies in law or in equity if Purchaser: (i) fails to make payment hereunder to Seller when due; or (ii) breaches any other term, provision or condition contained in this Agreement; or (iii) is declared to be in default under any other agreement between Purchaser and Seller, and if in any of the foregoing cases set out in (i), (ii) or (iii), Purchaser fails to cure any said breach or default within ten (10) days following written notice thereof from Seller.

(b) Upon the occurrence of a Default, Seller may elect to exercise any one or more of the following options:
i. Seller may hold the Products until such time as Purchaser has paid the respective purchase price and any expenses ten percent (10%) per annum or the maximum rate permitted by applicable law incurred by Seller as a consequence of such default.
ii. Seller may sell the Products to a third party and require Purchaser to reimburse Seller for any losses, or expenses associated therewith.
iii. Seller may require payment in cash prior to delivery of any Products hereunder.
iv. Seller may withhold any Products not delivered to Purchaser at the time of the default.
v. Seller may terminate or suspend any pending order for Products.
vi. Seller may exercise all other rights hereunder and may seek all other remedies available to it in law or in equity.

(c) Purchaser agrees that, in the event any legal action should be deemed necessary by Seller to recover any sums due hereunder or under any promissory note, trade acceptance, or invoice, or, if applicable, to recover possession of the Products, as defined hereinabove, or any proceeds from the sales thereof, there shall be added to the sums due from Purchaser to Seller the costs of collection, including reasonable attorney’s fees.

(d) When reasonable grounds for insecurity arise with respect to Purchaser’s performance, Seller may in writing demand assurance of due performance and until it receives such assurance may suspend any performance for which it has not already received payment.

8. Protection of Trade Secrets and Confidential Information

The parties hereto agree that

(a) Except as provided for in subsection (b) of this Section, Purchaser shall not disclose any Trade Secrets or Confidential Information of the other party to any individual or entity not a party to this Agreement.

(b) Purchaser may make available Trade Secrets or Confidential Information to its qualified employees, as defined hereinafter, to the extent that such information must be disclosed to such qualified employees to apply the Trade Secrets or Confidential Information to its intended use. A “qualified employee” shall mean any individual employed by or affiliated with Purchaser who is bound by a valid and fully enforceable confidentiality agreement which contains confidentiality obligations substantially similar to the confidentiality obligations stated herein, prior to disclosure of the Trade Secrets and Confidential Information to such employee.

(c) For purposes of this Agreement the following terms shall have the meanings set forth below:
i. The term “Trade Secrets” shall mean and include any and all designs, plans, processes, tools, mechanisms, programs or compounds known to only Seller, or to those of its clients and employees to whom they must be confided in order to be applied to the uses intended, some or all of which may arise to the level of being patentable or subject to copyrights, all as further defined under the laws of the State of Georgia.
ii. The term “Confidential Information” shall mean and include information not rising to the level of Trade Secret and not generally known to or by a business in competition with the Seller or otherwise publicly disseminated by the protected party hereto, the disclosure of which may be beneficial to a competing business or detrimental to Seller.

9. Arbitration

Any controversy or claim arising out of or relating to this
Agreement, or the breach hereof, shall be submitted to and be finally resolved
by arbitration, to be conducted by the American Arbitration Association
(“AAA”), with such arbitration to be held in Atlanta, Georgia, in accordance
with the AAA’s Commercial Arbitration Rules then in effect. Each party hereby
irrevocably agrees that service of process, summons, notices, as other
communications related to the arbitration procedures shall be deemed served and
accepted by the other party five (5) working days after having been mailed by
first class registered mail, return receipt requested, postage prepaid, to the
other party, or if actually  received by
the other party. The arbitration shall be conducted by one arbitrator, as
selected by the AAA. Any award or decision rendered in such arbitration shall
be final and binding on both parties, and judgment may be entered thereon in
any court of competent jurisdiction if necessary.  Except as may be provided to the contrary
herein, each party hereto shall pay any and all expenses incurred by such party
in connection with such arbitration proceeding, unless otherwise determined by
the arbitrator.

10.  ­Miscellaneous

(a) Purchaser may not assign any order or contract for Products without the express prior written consent of Seller.

(b) Except as otherwise expressly provided in Section1(e) hereof or in a written document, signed by Seller and Purchaser, this document, the offer and attachments and exhibits thereto constitute the entire agreement between Seller and Purchaser  with respect to the subject matter herein contained and all prior agreements and communications between Seller and Purchaser, whether oral or written, are superseded by this Agreement.

(c) No modification, limitation, waiver or discharge of this Agreement or of any of its terms shall bind Seller unless in writing and signed by a duly authorized employee of Seller. The failure of Seller to insist, in one or more instances, on performance by Purchaser in strict compliance with the terms and conditions hereof shall not be deemed a waiver or relinquishment of any right granted hereunder with respect to any succeeding breach of the same or other provision hereof.

(d) All notices required hereunder shall be in writing and sent by first class mail or by telefax or Email with written confirmation to such addresses as stated on the reverse side hereof.

(e) This Agreement shall be governed by, and construed, interpreted and enforced under the laws of the State of Georgia without giving effect to the conflict of laws principles.

(f) In connection with any litigation, including appellate proceedings, arising out of or pertaining to any of the contractual relationships between Seller and Purchaser or the breach thereof, as contemplated herein, all costs and expenses, including reasonable attorneys’ fees, shall be borne by the losing party or, as the case may be, shall be prorated to properly reflect any partial losing or prevailing of the parties to such litigation.

(g) In case any conditions of this Agreement should be or become unenforceable under applicable law, the remaining provisions, stipulations and conditions of this Agreement shall not be affected thereby.