This Agreement,  (this "Purchase Terms,"), is entered into between COASTAL LUMBER SOLUTIONS, LLC, a California limited liability company ("Supplier")and any company wanting to purchase from COASTAL LUMBER SOLUTIONS, LLC ("Customer,") and together with Supplier, the "Parties," and each, a "Party").

WHEREAS Supplier is in the business of manufacturing pallets;

WHEREAS Customer is in the business of reselling recycled pallets; an

WHEREAS Customer desires to purchase from Supplier, and Supplier desires to sell to Customer the Goods.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

1. Sale of Goods. Supplier shall sell to Customer and Customer shall purchase from Supplier the goods set forth i (the "Goods") in the quantities, at the prices, and upon the terms and conditions set forth therein and in this Agreement.

2. Delivery Date. Supplier shall deliver the Goods in the quantities and on the date(s) specified in Exhibit A or as otherwise agreed in writing by the parties (the "Delivery Date"). Timely delivery of the Goods is of the essence. If Supplier fails to deliver the Goods in full on the Delivery Date, Customer shall indemnify Supplier against any losses, claims, damages, and reasonable costs and expenses attributable to Supplier's failure to deliver the Goods on the Delivery Date.

3. Quantity. Supplier shall deliver the quantities of the Goods specified by Customer. If Supplier delivers more than ten (10) percent or less than ten (10) percent of the quantity of Goods, Customer may not reject all or any Goods, including without limitation all or any excess Goods. Any such rejected Goods shall be returned to Customer at Customer's risk and expense. If Customer does not reject the Goods and instead accepts the delivery of Goods at the increased or reduced quantity, the Price for the Goods shall be adjusted on a pro-rata basis.

4. Delivery Location. All Goods shall be delivered  (the "Delivery Location") during Customer's normal business hours or as otherwise instructed by Customer.

5. Shipping Terms. The Parties agree to ship in accordance with the terms set forth. Supplier shall give written notice of shipment to Customer when the Goods are delivered to a carrier for transportation. Supplier shall provide Customer all shipping documents, including the commercial invoice, packing list, air waybill/bill of lading and any other documents necessary to release the Goods to Customer within one (1) business day after Seller delivers the Goods to the transportation carrier. The Contract Reference Number must appear on all shipping documents, shipping labels, bill of lading, invoices, correspondence, and any other documents pertaining to this Agreement.

6. Title and Risk of Loss. Title passes to Customer upon delivery of the Goods to the Delivery Location. Supplier bears all risk of loss or damage to the Goods until delivery of the Goods to the third party carrier for transportation.

7. Packaging. Supplier shall properly pack, mark, and ship Goods as instructed by Customer and otherwise in accordance with applicable law and industry standards, and shall provide Customer with shipment documentation showing the Contract Reference Number, the quantity of Goods in shipment, the number of cartons or containers in shipment, Supplier's name, the bill of lading number, and the country of origin.

8. Inspection and Rejection of Nonconforming Goods. Customer has the right to inspect the Goods on or after the Delivery Date. Customer, at its sole option, may inspect all or a sample of the Goods, and may reject all or any portion of the Goods if it determines the Goods are nonconforming or defective. If Customer rejects any portion of the Goods, Customer has the right, effective upon written notice to Supplier, to: (a) rescind this Agreement in its entirety; or (b) reject the Goods and require replacement of the rejected Goods. If Customer requires replacement of the Goods, Seller shall, at its expense, promptly replace the nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective Goods and the delivery of replacement Goods. Any inspection or other action by Customer under this Section shall not reduce or otherwise affect Supplier's obligations under this Agreement, and Customer shall have the right to conduct further inspections after Supplier has carried out its remedial actions.

9. Price. Customer shall purchase the Goods from Supplier at the prices set forth in Exhibit A, as it may be modified from time to time by agreement of the Parties (the "Price"). The Price includes all[packaging, transportation costs to the Delivery Location, insurance, and fees and applicable taxes, including, but not limited to, all sales, use, or excise taxes. No increase in the Price is effective, whether due to increased material, labor, or transportation costs or otherwise, without the prior written consent of Customer.

10. Payment Terms. Supplier shall issue an invoice to Customer within One (1) day after the completion of delivery of the Goods. Customer shall pay all properly invoiced amounts due to Supplier within four (4) days after Customer's receipt of such invoice, except for any amounts disputed by Customer in good faith. All payments hereunder must be in US dollars and made by direct deposit into a bank account specified by Supplier. In the event of a payment dispute, Customer shall deliver a written statement to Supplier no later than ten (1) days prior to the date payment is due on the disputed invoice listing all disputed items. The parties shall seek to resolve all such disputes expeditiously and in good faith. Supplier shall continue performing its obligations under this Agreement notwithstanding any such dispute.

11. Setoff. Without prejudice to any other right or remedy it may have, Customer reserves the right to set off at any time any amount owing to it by Supplier against any amount payable by Customer to Supplier under this Agreement]

12. Warranties. Supplier warrants to Customer that for a period of six (6)  months from the Delivery Date, all Goods will: (a) be free from any defects in workmanship, material, and design; (b) conform to applicable specifications, drawings, designs, samples, and other requirements specified by Customer; (c) be fit for their intended purpose and operate as intended; (d) be merchantable; (e) be free and clear of all liens, security interests, or other encumbrances; and (f) not infringe or misappropriate any third party's patent or other intellectual property rights. These warranties survive any delivery, inspection, acceptance, or payment of or for the Goods by Customer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute of limitations runs from the date of Customer's discovery of the noncompliance of the Goods with the foregoing warranties. If Customer gives Supplier notice of noncompliance with this Section, Supplier shall, at its own cost and expense, promptly replace or repair the defective or nonconforming Goods and pay for all related expenses, including, but not limited to, transportation charges for the return of the defective or nonconforming Goods to Supplier and the delivery of repaired or replacement Goods to Customer.

13. Compliance with Law. Supplier is in compliance with and shall comply with all applicable laws, regulations, and ordinances. Supplier has and shall maintain in effect all of the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

14. General Indemnification. Customer shall indemnify, defend, and hold harmless supplier and its officers, directors, managers, shareholders, members, partners, employees, agents, affiliates, successors, and permitted assigns (collectively, "Indemnified Party") against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, the costs of enforcing any right to indemnification under this Agreement, and the cost of pursuing any insurance providers, incurred by Indemnified Party in a final non-appealable judgment relating to/arising out of or resulting from any claim of a third party or incurred by Indemnified Party relating to arising out of or resulting from any claim of Customer (collectively, "Losses"), arising out of or occurring in connection with the products purchased from Supplier or Supplier's negligence, willful misconduct, or breach of this Agreement. Supplier shall not enter into any settlement without Customer's or Indemnified Party's prior written consent.

15. Intellectual Property Indemnification. Customer shall, at its expense, defend, indemnify, and hold harmless
    Supplier and any Indemnified Party against any and all Losses arising out of or in connection with any claim that Customer's or Indemnified Party's use or possession of the Goods infringes or misappropriates the patent, copyright, trade secret, or other intellectual property right of any third party. In no event shall Supplier enter into any settlement without Customer's or Indemnified Party's prior written consent.

16. Insurance. For a period of twelve (12) months after the date of this Agreement, Customer shall, at its own expense, maintain and carry insurance in full force and effect that includes, but is not limited to, commercial general liability (including product liability) with limits no less than $1 million for each occurrence and $3 million in the aggregate with financially sound and reputable insurers. Upon Supplier's request, Customer shall provide Supplier with a certificate of insurance from Customer's insurer evidencing the insurance coverage specified in this Agreement. The certificate of insurance shall name Supplier as an additional insured. Customer shall provide Supplier with twenty (20) days' advance written notice in the event of a cancellation or material change in Customer's insurance policy. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against Supplier's insurers and Supplier or the Indemnified Parties.

17. Termination. In addition to any remedies that may be provided under this Agreement, Supplier may terminate this Agreement with immediate effect upon written and signed notice to Customer, either before or after the acceptance of the Goods, if Customer has not performed or complied with any of the terms and conditions of this Agreement, in whole or in part. If Customer becomes insolvent, is generally unable to pay, or fails to pay, its debts as they become due, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors, then Supplier may terminate this Agreement upon written and signed notice to Customer . If a Force Majeure Event, as defined in Section 32, affecting Customer's performance of this Agreement continues for more than Ten (10) consecutive business days, then Supplier may terminate this Agreement upon written and signed notice to Customer . If Supplier terminates this Agreement for any reason, Supplier's remedies are payment for the Goods Delivered prior to the termination as well as any loss of potential revenue for the full duration of this agreement. 

18. Confidential Information. All non-public, confidential, or proprietary information of the Supplier, including, but not limited to, trade secrets, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates, disclosed by Supplier to Customer , whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential," in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized by Supplier in writing. Upon Supplier's request, Customer shall promptly return all documents and other materials received from Supplier. Supplier shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain; (b) known to the Customer at the time of disclosure; or (c) rightfully obtained by the Customer on a non-confidential basis from a third party.

19. Entire Agreement. This Agreement, including and together with any related exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

20. Survival. Subject to the limitations and other provisions of this Agreement: (a) the representations and warranties of the Parties contained herein shall survive the expiration or earlier termination of this Agreement; and (b) as well as any other provision that, in order to give proper effect to its intent, should survive such expiration or termination, shall survive the expiration or earlier termination of this Agreement. With respect to confidential information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 18 hereof shall survive the expiration or earlier termination of this Agreement until, if ever, such confidential information loses its trade secret protection other than due to an act or omission of Seller. All other provisions of this Agreement shall not survive the expiration or earlier termination of this Agreement.

21. Notices. All notices, requests, consents, claims, demands, waivers, and other communications under this Agreement (each, a "Notice," and with the correlative meaning "Notify") must be in writing and addressed to the other Party at its address set forth below (or to such other address that the receiving Party may designate from time to time in accordance with this Section). Unless otherwise agreed herein, all Notices must be delivered by personal delivery, nationally recognized overnight courier, or certified or registered mail (in each case, return receipt requested, postage prepaid), or by way of overnight mail, signature required upon receipt. Except as otherwise provided in this Agreement, a Notice is effective only (a) on receipt by the receiving Party, and (b) if the Party giving the Notice has complied with the requirements of this Section.

 

Notice to Supplier:

COASTAL LUMBER SOLUTIONS, LLC

1681 E 9th St, Pomona, CA 91766

​

1. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction; provided, however, that if any fundamental term or provision of this Agreement is invalid, illegal, or unenforceable, the remainder of this Agreement shall be unenforceable. Upon a determination that any term or provision is invalid, illegal, or unenforceable, the court may modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

2. Amendments. No amendment to, or modification of, or rescission, termination, or discharge of this Agreement is effective unless it is in writing, identified as an amendment to or rescission, termination, or discharge of this Agreement, and signed by an authorized representative of each Party.

3. Waiver. No waiver by any party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

4. Cumulative Remedies. All rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties, or otherwise. Notwithstanding the foregoing, the Parties intend that, if Supplier terminates the Agreement in accordance with Section 17, Supplier's remedies are payment for the Goods Delivered prior to the termination as well as any loss of potential revenue for the full duration of this agreement. 

5. Assignment. Customer shall not assign, transfer, delegate, or subcontract any of its rights or obligations under this Agreement without the prior written consent of Supplier. Any purported assignment, transfer, delegation, or subcontract in violation of this Section shall be null and void. No assignment, transfer, delegation, or subcontract shall relieve Customer of any of its obligations hereunder. Supplier may at any time assign, transfer, delegate, or subcontract any or all of its rights or obligations under this Agreement without Customer's prior written consent.

6. Successors and Assigns. This Agreement is binding on and inures to the benefit of the Parties to this Agreement and their respective permitted successors and permitted assigns.

7. No Third-Party Beneficiaries. Subject to the next paragraph, this Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

8. Choice of Law. This Agreement and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, United States of America (including its statutes of limitations and Cal. Civ. Code § 1646.5, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California].

9. Choice of Forum. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement, and all contemplated transactions, including, but not limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than US District Court for the Central District of California located in Santa Ana, California or, if such court does not have subject matter jurisdiction,]the courts of the State of California sitting in the county of Orange, California, and any appellate court from any thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in US District Court for the Central] District of California or, if such court does not have subject matter jurisdiction, the courts of the State of California sitting in the County of Orange, California. Each Party agrees that a final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

10. Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. Notwithstanding anything to the contrary in Section 21, a signed copy of this Agreement delivered by facsimile, email, digital signature such as DocuSign or AdobeSign or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

11. Force Majeure. Any delay or failure of either Party to perform its obligations under this Agreement will be excused to the extent that the delay or failure was caused directly by an event beyond such Party's control, without such Party's fault or negligence and that by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable (which events may include natural disasters, embargoes, explosions, riots, wars, epidemics, pandemics, or acts of terrorism) (each, a "Force Majeure Event"). Customer's financial inability to perform, changes in cost or availability of materials, components or services, market conditions, or supplier actions or contract disputes will not excuse performance by Customer under this Section 32. Customer shall give Supplier prompt written notice of any event or circumstance that is reasonably likely to result in a Force Majeure Event, and the anticipated duration of such Force Majeure Event. Seller shall use all diligent efforts to end the Force Majeure Event, ensure that the effects of any Force Majeure Event are minimized, and resume full performance under this Agreement.

12. Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, franchise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

13. Duration. This Agreement shall be in effect for twelve (12) months, and can be renewed indefinitely in additional twelve (12) month increments unless terminated by the terms of this Agreement, or by the Customer or Supplier as set forth herein.