These Order Terms and Conditions (“Terms”) are entered into by and between Ciot Detroit LP (“Seller”) and the customer identified on the reverse side of these Terms (“Buyer”).

1. ACCEPTANCE OF TERMS; GOVERNING DOCUMENTS

Buyer's signature or any other conduct by or on behalf of Buyer that recognizes the existence of an Order (defined below), will constitute Buyer's acceptance of the Terms. Any terms and conditions proposed in Buyer's acceptance or in any acknowledgement, purchase order or other form or document (except for an Order or application and agreement for credit with Seller, handled by way of a separate mutually agreed upon written document) that add to, vary from, or conflict with these Terms are hereby rejected, irrespective of Seller’s acceptance of payment for the Deliverables (as defined below) or any other conduct of Seller. Buyer has read and understands these Terms and agrees that Buyer’s request for delivery of any Goods or for performance of any Service shall constitute Buyer's acceptance of these Terms.

2. SUPPLY

Seller agrees to furnish the Deliverables in accordance with these Terms and the applicable Order. “Deliverables” include, collectively, tangible products and materials (“Goods”), and any services Supplier agrees in writing to provide (“Services”). An “Order” is Seller’s Sales Order. Buyer shall pay all sales, consumer use and other similar taxes required by law.

3. CONFIRMATIONS OF ORDER

Buyer shall review all Orders prior to signing. If there are discrepancies, Buyer shall advise Seller immediately and prior to signing. Buyer acknowledges that all signed Orders are deemed correct and final.

4. DELIVERY DATE

Shipping and delivery dates are approximate. Seller will not be liable to Buyer for any delay in delivery or resulting damages.

5. TITLE AND RISK OF LOSS

Title and risk of loss pass to Buyer upon delivery of Goods to Buyer or Buyer’s agent at the “Delivery Point,” as defined in this Section 5. If Seller delivers Goods to Buyer at Buyer’s location, the Delivery Point is Buyer’s location specified on the Order. If Seller arranges for carrier shipment and delivery of Goods, the Delivery Point is the location where the carrier picks up the Goods, and the carrier shall be deemed the Buyer’s agent. If Buyer arranges for the shipment or pickup of Goods from Seller’s Facility, the Delivery Point is the Seller’s facility. Seller is not responsible for replacing any Goods damaged in transit after delivery to Buyer or Buyer’s agent. Buyer shall bear the responsibility and expense for preparing and filing claims against carriers (if applicable) for loss or damage to Goods in transit.

6. INSPECTION

Buyer shall inspect all Goods upon pick-up or delivery, whether at Seller’s facility or Buyer’s designated location.

It is the buyer’s or buyer’s agent’s responsibility to inspect the goods prior to acceptance. For clarity, if goods are delivered directly to the buyer’s location, the buyer must inspect all such goods upon delivery. If the buyer is responsible for arranging for a carrier to pick up and deliver goods from a location other than the seller’s location (e.g., directly from the manufacturer’s warehouse), the buyer must inspect all such goods upon delivery at the buyer’s location. If the buyer arranges for goods to be picked up from the seller’s facility, the buyer or buyer’s agent (as applicable) must inspect all goods upon pick-up at the seller’s location.

The buyer or buyer’s agent (as applicable) must accept or reject the goods and notify the seller in writing immediately after inspection of any defects or nonconformities to specifications (“non-conforming goods”). In any event, all claims that goods are non-conforming are waived if the buyer does not inspect the goods within the specified timeframe or does not notify the seller within twenty-four (24) hours of inspection.'/p>

The buyer’s sole and exclusive remedies for any non-conforming goods will be, at the seller’s option: (a) returning the goods to the seller for reimbursement of the amount paid; (b) replacing the non-conforming goods; or (c) issuing a credit for the amount paid for the non-conforming goods. No claims of any kind can be made, and no returns will be accepted by the seller after the goods have been installed or modified in any way.

7. 7. STORAGE AND ABANDONMENT

Buyer shall arrange for delivery or pickup of pre-ordered Goods within thirty (30) days of notification that such Goods have arrived at Seller’s facility. If Buyer fails to arrange for delivery or pickup of such Goods within this thirty (30) day period, Buyer’s remaining balance for such Goods (if any) becomes immediately due and payable. In the event Buyer fails to arrange for delivery or pickup of Goods within such thirty (30) day period, Seller may charge Buyer a monthly storage fee equal to $40 per pallet or slab bundle. Such storage fees will be payable within thirty (30) days of the applicable invoice date. Goods that are not picked up within six (6) months of notification that they have arrived at Seller’s facility shall be deemed to be abandoned by the Buyer and Seller may re-sell such Goods without liability to Buyer. Seller shall have no obligation to deliver or maintain abandoned Goods.

8. RETURNED MERCHANDISE

No Goods may be returned without prior authorization, which is subject to Seller’s inspection of Goods. Refunds shall be in check or store credit form to the original Buyer. Returns or other pickup of Goods via Seller’s truck must have Seller’s prior written approval. Goods authorized for return are subject to a thirty percent (30%) restocking and handling charge, plus any freight charges. Returns will only be accepted by Seller for full unopened cartons, where applicable. Returns of cut, altered, opened or installed Goods will not be accepted. Returns of partial orders for each type of Good will not be accepted. (e.g. if 100 sf is ordered; 100 sf must returned). Buyer must supply Seller with Buyer’s invoices and purchase date for credit to be issued. Sales of bagged Goods, tools, electronics, setting material, natural stone tile, maintenance products, chemicals, Special Orders (as defined below), custom orders, "clearance items," "off goods," and cut to size orders are final and not subject to any refund or return. Seller will not provode any refund fourteen (14) days after goods are delivered to buyer.

9. CREDIT CARD DISPUTES

Buyer agrees to notify Seller in writing of any issue related to the Goods and to make a good faith effort to resolve disputes related to Goods directly with Seller before requesting a chargeback or making a claim with its credit card issuer.

10. PRICE

All price quotations are made for immediate acceptance and are subject to change without notice. Unless otherwise agreed by Seller in writing, all prices indicated in an Order will be adjusted to Seller's prices in effect at the time of shipment, which may be impacted by factors outside of Seller’s reasonable control such as manufacturer price increases or changes in tariffs. Prices do not include provisions for any applicable tax. If, in the reasonable judgment of Seller, the financial condition of Buyer at any time does not justify delivery or installation of Goods on the terms of payment originally specified, Seller will have the right to require full or partial payments in advance. By entering into an Order with Seller, Buyer hereby authorizes Seller to investigate Buyer's creditworthiness, and Buyer authorizes the release by its existing creditors of any information reasonably requested by Seller in connection therewith. Buyer's obligation to pay any amounts due or to become due to Seller will be absolute and unconditional and will not be subject to setoff, reduction, recumbent or counterclaim by Buyer for claims or amounts due by Buyer, regardless of whether arising out of these Terms otherwise.

11. INVOICING

Sales made on a cash basis are payable immediately. Where specified in an Order, Seller may permit Buyer to pay fifty percent (50%) of the purchase price upon signing and the remaining fifty percent (50%) prior to delivery. If Seller’s credit department approves Buyer for an "Open Account" status or if Seller agrees in writing to accept partial payments, Buyer shall pay all outstanding fees within thirty (30) days of notification that such Goods have arrived at Seller’s facility ("Due Date"). In the event Buyer fails to pay an invoice in full on or before the Due Date, Seller may add a monthly finance charge equal to the lesser of (a) five percent (5%) per month of any unpaid balance on all amounts unpaid after the Due Date; or (b) the maximum amount permitted by applicable law. In addition, Buyer will pay all collection costs, including court costs, and actual attorney fees that may be incurred as a result of non¬payment of any invoice. If an invoice is not paid in full by the Due Date, Seller may suspend Buyer’s “Open Account” status until all outstanding invoices are paid.

12. WARRANTY

The buyer acknowledges and agrees that all deliverables provided under this agreement are provided "as is" and "with all faults." If there is a manufacturer's warranty for any goods, that warranty is the only warranty that applies to the goods. Notwithstanding any other provision in these terms, the buyer acknowledges that dye lots may vary from samples provided by the seller, and such variations are an inherent characteristic of certain goods, including but not limited to both man-made and natural products. The buyer also acknowledges that colors, shapes, and textures may vary on all goods, whether natural or man-made, and that all goods are sold subject to variations in shade and size.

The seller reserves the right to mix dye lots and slabs, and makes no warranty that the deliverables will meet the buyer’s requirements or that the quality of any deliverables will meet the buyer’s expectations. The buyer further acknowledges that no guarantee is made against wear and tear. All goods of any type will scratch and wear, and such wear should be expected in areas of heavy traffic or use. The degree of wear depends on maintenance and abrasion. The seller is not responsible for failures resulting from the use of goods in areas where they are not suitable for their intended purpose. Wear will be more apparent on light or white-colored goods.

The seller disclaims any and all warranties with respect to the deliverables provided under these terms, whether express or implied, including warranties of merchantability and fitness for a particular purpose.

13. NO GUARANTEE AGAINST CRAZING

Crazing is an inherent characteristic in some fired glazed tile. Seller does not recommend use of contrasting colored grouts, as the darker pigments in these grouts can fill the craze lines, making the crazing more visible. Seller does not make any guarantees and disclaims all liability in connection with any crazing.

14. MEASUREMENTS ARE TO BE PROVIDED BY BUYER

Buyer acknowledges that measurements for Goods provided by Seller are for reference purposes only, and should not be used in determining the amount of Goods to purchase. Buyer agrees all measurements will be taken on jobsite by Buyer or Buyer’s installation contractor. Seller shall not be liable for inaccurate measurements of any kind.

15. SPECIAL ORDERS

Special Orders must be paid in full at the time the order is placed with Seller. “Special Orders” refer to Goods purchased by Buyer that Seller does not purchase for its own inventory or that are non-standard size, custom made, where size alterations are required or where design alterations have been performed. Special Orders may not be returned and Seller will not issue any refunds in connection with a Special Order.

16. CHANGES

Seller will be under no obligation to accommodate changes in Deliverables after Seller processes the original Order. If, however, Seller chooses to accommodate Buyer, and any such changes necessitate additional costs, such additional costs will be charged to and paid by Buyer at the time that Seller accepts the Buyer’s change. Buyer acknowledges that delays in delivery relating to any such change will be acceptable to Buyer, and that Buyer will remain responsible for and will pay Seller for any excess Goods after such change.

17. SPECIAL WARNING FOR PURCHASERS OF QUARTZ SURFACES

Quartz surfaces are not hazardous as shipped and used by the end consumers. However, quartz surfaces may contain silicate minerals and their fabrication, including cutting, grinding, polishing, shaping etc. involve the generation of hazardous dust, which contains crystalline silica (SI02).

Unprotected and/or uncontrolled exposure to such dust is dangerous to health and may cause silicosis, an incurable, progressively disabling, and sometimes fatal lung disease. It may also cause lung cancer, chronic obstructive pulmonary disease (COPD), kidney disease, and other diseases. Such health risks can be prevented if the required safety measures are implemented.

The buyer agrees to indemnify, hold harmless, and defend the seller from and against any and all claims, costs, expenses, or liabilities (including attorney’s fees) attributable to any harm caused by, arising out of, resulting from, or occurring in connection with any fabrication work involving quartz products purchased from the seller.

18. TERMINATION

Seller may terminate an Order by giving notice in writing (email acceptable) to Buyer for any or no reason, which may include, without limitation (a) failure by Buyer to render payment in accordance with these Terms or any applicable credit agreement between Buyer and Seller; (b) an attempted assignment of these Terms or the Order by Buyer without Seller’s prior written consent; (c) Seller’s reasonable grounds for insecurity about Buyer’s ability to continue to satisfy its obligations under these Terms; and/or (d) Seller’s discovery of conditions at Buyer’s premises that make Seller’s performance under these Terms materially more difficult or expensive than reasonably anticipated by Seller. Seller’s termination of an Order will be without prejudice to any other rights or remedies available to it. An Order cannot be cancelled or modified by Buyer in whole or in part, except with Seller’s consent in writing, under terms agreeable to Seller. All provisions of these Terms which by their nature should survive termination of any Order(s) shall survive such termination, including, without limitation, those provisions related to indemnification and limitations of liability.

19. INDEMNIFICATION AND LIMITATION OF LIABILITY

Buyer agrees to indemnify, hold harmless, and defend Seller from and against any and all claims, costs, expenses, or liability (including attorney’s fees), arising from or in connection with (a) the negligence or willful misconduct of Buyer, its agents, contractors, or employees; or (b) Buyer’s use of Goods or receipt of Services.

In no event will the seller be liable for any lost profits, special, indirect, incidental, punitive, or consequential damages, whether based on breach of contract, tort, or any other legal theory. The seller’s responsibility shall not exceed the cost of the applicable deliverable to the buyer. No action, regardless of form, arising out of the transactions under these terms may be brought by the buyer more than one year after the goods are delivered or services are rendered.

20. INSTALLATION

Seller will not be liable for any damages arising from the installation, or the contract for installation, of any Goods purchased by Buyer, regardless of whether Seller referred the installer to Buyer. Buyer is solely responsible for ascertaining the suitability of and engaging any installer.

21. GOVERNING LAW; JURISDICTION

Seller will not be liable for any damages arising from the installation, or the contract for installation, of any Goods purchased by Buyer, regardless of whether Seller referred the installer to Buyer. Buyer is solely responsible for ascertaining the suitability of and engaging any installer.

22. EXPENSES

If Seller takes any action to enforce any provision of these Terms because of a default by Buyer, Buyer will be liable for Seller's attorney's fees and costs to the extent that Seller prevails in such action.

23. WAIVER OR ACCOMMODATION

Neither the failure of Seller at any time to require performance by Buyer of any provision of these Terms, nor Seller's agreement to provide an accommodation to Buyer that is not required under these Terms, will affect the rights to require such performance at any time thereafter, nor will the waiver by Seller of any provision of these Terms constitute a waiver of any subsequent breach of the same or any other provision. Performance by Buyer may not be waived, in whole or in part, except in writing, signed by an authorized representative of Seller.

24. ASSIGNMENT AND SUCCESSORS

It is understood and agreed that the only rights and obligations under these Terms are between the Buyer and the Seller. There are no third party beneficiaries created under these Terms. It is acknowledged that if there are any other beneficiaries of the Deliverables provided, that they are incidental beneficiaries. Buyer may not assign any rights or obligations under these Terms, without Seller’s prior written consent. Seller may assign or delegate its rights or obligations under these Terms at its discretion. No person or entity other than Buyer and Seller will have the right to claim any rights by virtue of these Terms.

25. SEVERABILITY

If any term of these Terms are invalid or unenforceable under any statue, regulation, ordinance or other rule of law, such term will be reformed or deleted, but only to the extent necessary to comply with such statute, regulation, ordinance or rule, and the remaining provisions of the contract will remain in full force and effect.

26. FORCE MAJEURE

Seller shall not be liable for any failure or delay in performing its obligations hereunder during any period in which such performance is prevented or delayed by causes beyond its reasonable control, including without limitation, flood, war, pandemic, epidemic, embargo, riot, or the intervention of any government authority. Should Seller be delayed in performing its obligations by the act, neglect, or default of Buyer or by damage caused by fire or other casualty for which Seller is not responsible, and in no way caused by, or resulting from, default or collusion on the part of Seller, then the time herein fixed for the performance of the applicable obligations shall be extended the number of days that Seller was delayed.

27. ENTIRE AGREEMENT

These Terms, together with any applicable Order, supersede all prior written and oral communications and documents (with the exception of any credit agreements between Seller and Buyer) and contains the complete and final agreement between Buyer and Seller relating to its subject matter. No other agreement or document will be binding on Seller unless made in writing and signed by the Seller. These Terms apply to all purchases by Buyer from Seller of any Deliverables, unless such purchases are covered by another contract issued by Seller, regardless of whether these Terms are expressly referenced.

28. JURY TRIAL WAIVER.

For their mutual benefit, buyer and seller waive any right to trial by jury in the event of litigation regarding the performance or enforcement of, or in any way related to, these terms and/or any order(s).