Terms and Conditions

Applicability; These Terms & Conditions Only.
All sales are expressly conditioned onthe purchaser’s (“Buyer”) agreement to the terms and conditions stated herein (collectively, the “Terms & Conditions”). Any order, offer, authorization, statement of intent, acceptance, acknowledgement, confirmation or the like to purchase any goods and/or services from LuxCore Surfaces or any of its subsidiaries, affiliates, or business units(including but not limited to LAPITEC; LuxCore Porcelain Surfaces; LuxCore Quartz and/or Masterpieces) (herein separately and collectively referred to as “Seller”); or any direction to proceed with procurement, manufacturer or shipment of any of said goods and/or services; or acceptance of all or part of such goods and/or services; or payment of all or part of such of such goods and/or services shall constitute assent to said Terms &Conditions. Any different or additional terms and conditions proposed by Buyer in any purchase order, offer, authorization, acceptance, acknowledgement, confirmation or otherwise are objected to by Seller, shall be deemed to contradict these Terms &Conditions, and will not be binding upon Seller unless specifically and expressly agreed to in writing by an authorized representative of Seller’s management. Seller does not assume (and expressly disclaims) any responsibility or liability under contracts, agreements, or covenants between Buyer and any third party. These Terms & Conditions represent the entire sales agreement of Buyer and Seller as to purchases made by Buyer from Seller, except in situations where Seller has agreed to other or additional terms and conditions in writing by an authorized agent.

Condition of Buyer; Security Interest.
Each shipment or delivery shall be deemed tohave been sold under a separate and independent transaction. Any order for goodsand/or services by Buyer shall constitute a representation that Buyer is solvent. If, in thejudgment of Seller, the financial condition of Buyer at the time of manufacture orshipment does not justify the terms of payment specified, or if Buyer is in breach of anyof these Terms & Conditions, Seller reserves the right to require from Buyer full or partialcash payment or other adequate assurance of performance before manufacture orshipment. As security for the payment of the full price of goods and/or services furnishedhereunder, Buyer grants Seller a security interest (the “Security Interest”) in and to saidgoods and/or services and in and to all of Buyer’s right, title, and interest in all of Buyer’saccounts receivable, inventory, and other business goods, equipment, documents,instruments, general intangibles, chattel papers, contract rights, leases or leaseholdinterests that Buyer now owns or hereafter acquires and the proceeds therefrom(“Collateral”), and any and all proceeds of any Collateral, which includes whatever is nowor hereafter received by Buyer upon the sale, exchange, collection, or other dispositionof any item of Collateral, whether voluntary or involuntary, whether such proceedsconstitute inventory, intangibles, equipment, intellectual property, or other assets. Buyeragrees to execute any documents or furnish any information Seller deems reasonablynecessary to perfect this Security Interest

Purchase Price; Payment Terms.
The price of goods and/or services shall be the pricestated on Seller’s written quote or invoice. Payment terms, including with respect to duedate and discount, if any, shall be as stated on Seller’s invoice. Past-due amounts shallincur an administrative fee of 1.5% monthly or the highest rate allowed under applicablelaw, whichever is less.

No Responsibility Except as Stated.
Seller assumes no responsibility for goods and/orservices meeting any job specifications or requirements unless specifically so stated inits written quotation.

Risk of Loss.
As to goods delivered by Seller’s truck, title passes upon delivery at theplace Buyer receives possession; thereafter, Buyer shall bear all risk of loss or damage.Deliveries by common carrier are f.o.b. shipping point (and thereafter, Buyer shall bearall risk of loss or damage). On direct shipments from manufacturers, title passes toBuyer at point and time of delivery to common carrier; thereafter, Buyer shall bear all riskof loss or damage. Damage or shortage claims arising from direct shipments shall bemade by Buyer against the carrier. Seller assumes no responsibility beyond delivery tothe carrier in good order and is not responsible for loss, damage, or delay occurringthereafter. All items shown as freight allowed pertains to particular items and quantities.Any deviation after placement of order, including but not limited to changes in quantity orpartial release, will be subject to the manufacturer’s terms and conditions whereapplicable. Extra labor or mechanical facilities required to unload shall be provided byBuyer without cost to Seller.

Shipping/Performance Dates; Force Majeure.
Shipping or performance dates are notguaranteed, but if stated, are based upon best information then available and are subjectto change without notice unless otherwise specifically stated in writing. Seller shall notbe liable for failure to deliver or for delay in delivery or performance due to (a) causesbeyond its reasonable control (including but not limited to communicable disease orpandemic and/or governmental orders); (b) acts of God; (c) acts or omissions of Buyer;(d) acts of civil or military authority, governmental priority or other allocation or control;(e) fire or other casualty; (f) strike or other labor difficulty; (g) riot or other civildisturbance; (h) insolvency or other inability to perform by the manufacturer; (i) delay intransportation; or (j) any other commercial impracticability. In the event of any suchdelay, the estimated date of delivery or performance shall be extended for a period equalto the time lost by reason of delay.

Nonconforming Goods; Right to Cure.
Buyer shall have the right to rejectnonconforming goods or a nonconforming tender only at the point of delivery to Buyer.Seller shall have the right to cure nonconformities in the goods or in their tender,provided Seller notifies Buyer of Seller’s intent to cure within ten days of notification ofthe nonconformity by Buyer. Buyer’s failure to give Seller written notice of any claim ofnonconformity at the point of delivery to Buyer shall constitute an unqualified acceptanceof the goods and a waiver by Buyer of all claims against Seller with respect to the goods.

Natural Stone.
Natural stone materials are products of nature. Shading, veining, colorvariation and surface texture may vary. Since these are inherent characteristics ofnatural stone, we strongly recommend that all material be reviewed prior to installationas material is sold “as is”. Buyer agrees to examine immediately upon receipt, each ofSeller's billing documents and goods, and to advise Seller of any disputed documents ordefective goods within ten days of receipt, together with a written statement specifyingthe reasons for such dispute. Failure to notify Seller within ten days of any dispute withrespect to defective goods or billing shall constitute a waiver of all such disputes. In theevent of an alleged defect, the Buyer must provide Seller an opportunity to examine thegoods alleged to be defective without delay. Documentation (traceability) that ensuresthat the defective product is in fact Seller’s product must be available upon Seller’srequest. In the event that claims are unjustified, Seller reserves the right to charge Buyerthe freight and transshipment costs as well as the examination costs. Contents of theagreed specification and any expressly agreed purpose do not constitute a guarantee;the granting of a guarantee requires a written agreement. No goods may be returned forcredit and no order may be canceled or changed in whole or in part without the priorwritten consent of Seller

Defects; No Warranties; Product Warnings.
In the event of goods and/or services thatmay prove defective in material or workmanship, Seller shall use its best business effortsto obtain from each manufacturer, in accordance with the manufacturer’s warranty(copies of which will be furnished upon request) or customary practice, the repair orreplacement of such goods and/or services. The forgoing shall constitute the exclusiveremedy of the Buyer and the sole obligation of Seller. Except as to title THERE ARE NOWARRANTIES, WRITTEN, ORAL, IMPLIED, OR STATUTORY, relating to the goodsand/or services that extend beyond that described in this paragraph (or, in the limitedinstance of MetroQuartz or PentalQuartz products, that are set forth on Seller’s website(arcsurfaces.com)), and BUYER HEREBY WAIVES SAME. NO IMPLIED STATUTORYWARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSESHALL APPLY. Seller may include, on its invoice, written quotation, or website(arcsurfaces.com), specific product safety warnings. Buyer acknowledges and warrantsreceipt of the same, including but not limited to product safety warnings and materialsafety data sheets related to the proper handling and use of quartz products, warningsrelated to silica-dust borne disease and hazards, including silicosis, or other associatedrespiratory and health effects.

Indemnification.
Buyer agrees to defend, indemnify, and hold harmless Seller, itssubsidiaries, affiliates, officers, directors, shareholders, employees, agents,representatives, successors, and assigns (“Indemnitees'') from and against any and allclaims, demands, actions, losses, damages, penalties, liabilities, costs, obligations, andexpenses (including reasonable attorneys’, experts’, and legal fees) arising out of orresulting in any way from any act or omission of Buyer, its agents, employees, orsubcontractors, in whole or in part, arising from these Terms & Conditions or otherwise inconnection with any sale of goods and/or services by Seller to Buyer, including but notlimited to (i) Buyer’s breach of these Terms & Conditions; (ii) any claim arising out ofdefective goods and/or services purchased hereunder; (iii) any claim arising from injuryto Buyer’s employees while in the course of receiving, installing, or otherwise handlinggoods purchased from Seller; (iv) violation of any laws by Buyer; (v) any claim that Sellerhas or had a duty to warn a third party with respect to any goods and/or servicesprovided to Buyer; or (vi) any claim that the goods provided to Buyer infringes 3 a patent,copyright, or trademark or misappropriation a trade secret of a third party. Buyer shall, atthe request of Seller, defend any such claim, action, or lawsuit.

Limited Liability of Seller.
Seller’s liability on any claim or damage arising out of thesupplying of any goods and/or services to Buyer, or their sale, resale, or operation ofuse, whether based on contract, warranty, tort (including negligence), or any othergrounds or theory of recovery, shall not exceed the price allocable to such goods and/orservices or part thereof involved in the claim; to the extent allowed under applicable lawand except as expressly provided otherwise herein, the parties agree that any suchclaim must be asserted within one (1) year or shall be deemed waived and barred. Sellershall not under any circumstances be liable for any labor charges without Seller’s priorwritten consent. Seller shall not in any event be liable, whether as a result of breach ofcontract, warranty, tort (including negligence), or any other grounds or theory ofrecovery, for special, consequential, incidental, or punitive damages including, but notlimited to, loss of profits or revenue, loss of use of the product or any associated product,cost of capital, cost of substitute products, facilities or services, downtime costs, orclaims of Buyer’s customers for such damages. If Seller furnishes Buyer with advice orother assistance that concerns any goods and/or services supplied hereunder, or anysystem or equipment in which any such goods and/or services may be installed, andwhich is not required pursuant to this contract, the furnishing of such advice orassistance will not subject Seller to any liability, whether based on contract, warranty, tort(including negligence), or any other grounds or theory of recovery.

Returns.
No goods and/or services will be accepted for return without the writtenpermission of Seller. Only normally stocked items in resalable condition that are in theiroriginal undamaged condition and packaging (for tile or plumbing fixtures) will beaccepted for credit. Any and all accepted returns shall be subject to a minimum 35%restocking charge; provided, however, that returns will not be accepted after 30 daysfrom date of delivery. Specially ordered items, “sale” products, or abnormal quantities ofstock items will not be accepted for return, and shall be deemed to be sold “as is.”

Charges for Delay Beyond Delivery Date.
If shipments are held or stored beyonddelivery date for the convenience of Buyer, Seller may, at its option, assess reasonablecharges for any expense incident to such delay.

Order Cancellation.
Orders placed by Buyer may be canceled by Buyer only if agreedto by Seller in writing and upon payment of reasonable charges based upon expensesalready incurred and commitments already made by Seller.

Authorization of Employee/Agent Action.
Unless Buyer notifies Seller in writing to thecontrary prior to making a purchase, Buyer hereby represents and warrants that anyemployee or agent action on Buyer’s behalf shall be deemed to be authorized by Buyer,and Seller may rely upon such representation unless the written notice referred to hereinis provided by Buyer prior to making such purchase.

Application of Payment.
Unless Buyer directs otherwise in writing with eachremittance, payments will be applied first to any finance charges or service charges, thento matching open invoices as Seller determines in its sole discretion; provided, however,that all payments received after the invoice due date will be applied as Seller determinesin Seller’s sole discretion and may be applied to the oldest invoices first, regardless oflien status of any delinquent invoices.

Consent to Receipt of Information by Fax or Email;
Electronic Signatures. If Buyerhas provided a fax number and/or email address to Seller in writing, Buyer herebyauthorizes Seller to send and hereby consents to receive information by fax and/or emailfrom Seller that may include, but is not limited to, credit account billing information,flyers, market update information, sales promotions, price sheets, product specification,and other information. Buyer agrees that its electronic signature is the legal equivalent ofa manual/handwritten signature.

Handling Fee;
Waiver. Every sale transaction is subject to a handling fee of two percent(2%) off the purchase price (“Handling Fee”) unless Buyer participates in Seller’sPreferred Customer Program, in which case the Handling Fee is waived; provided,however, that the Handling Fee will not be waived with respect to any sale for whichpayment is made by credit card.

Amendments.
No waiver, alteration, addition or modification of any of these Terms &Conditions shall be binding upon Seller unless specifically agreed to in writing by anauthorized representative of Seller’s management. Buyer expressly 4 agrees andunderstands that Seller may make modifications to these Terms & Conditions fromtime-to-time, and Buyer expressly agrees to any and all such modifications.

Governing Law.
Buyer’s order, the interpretation and enforcement of these Terms &Conditions and all related transactions are governed by the laws of the State of Texaswithout regard to its conflicts of laws rules. All disputes, litigation, or other proceedingsarising out of or relating to the foregoing shall take place in Travis County, Texas. Theparties consent to exclusive jurisdiction and venue of the courts located in Travis County,Texas, USA, and hereby EXPRESSLY WAIVE ANY RIGHT TO A TRIAL BY JURY.

Attorney’s Fees and Costs.
If any action at law or in equity is commenced by eitherparty to enforce or interpret the terms of Buyer’s order, these Terms & Conditions or anyrelated transaction, the party substantially prevailing in such proceeding or action shallbe entitled to recover from the other party reasonable attorney’s fees, costs, andnecessary disbursements in addition to any other relief to which the substantiallyprevailing party may be entitled