GENERAL TERMS AND CONDITIONS FOR THE SALE OF GOODS AND SERVICES

1. Applicability.

(a) These terms and conditions of sale (these "Terms") are the only terms that govern the sale of the goods ("Goods") and services ("Services") by Sorcitize LLC ("Seller") to the buyer of goods from Sorcitize ("Buyer") via either an online order, or any order made via invoice or email, regardless of whether said order references these Terms. Notwithstanding anything herein to the contrary, unless a written contract signed by both parties is made covering the sale of the Goods and Services covered hereby, and such contract specifically disclaims these Terms, and such disclaimer is separately initialed by both Buyer and Seller, these Terms will govern. The terms and conditions of said contract shall only prevail to the extent they are inconsistent with these Terms where such contract specifically disclaims these Terms, and such disclaimer is separately initialed by both Buyer and Seller.

(b) The written confirmation made to Buyer by Seller upon receipt of any offer (the "Sales Confirmation") and these Terms (collectively, this "Agreement") comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Buyer's general terms and conditions of purchase regardless of whether or when Buyer has submitted its purchase order or such terms. Fulfillment of Buyer's order does not constitute acceptance of any of Buyer's terms and conditions and does not serve to modify or amend these Terms.

(c) Notwithstanding anything to the contrary contained in this Agreement, Seller may, from time to time, change the Services without the consent of Buyer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Sales Confirmation.

2. Purchases.

(a) Purchase Orders: These Terms contemplate multiple reoccurring purchases under these Terms. All such purchases shall be governed by these Terms, unless other terms appear in a Purchase Order Acknowledgement issued by and signed by Seller.

(b) Buyer shall issue a Purchase Order and send such Purchase Order to the designated location (email address or website) provided from time to time by Seller. Seller shall acknowledge such Purchase Order with a Purchase Order Acknowledgement. Any terms and conditions appearing in Buyer’s Purchase Order, except for the quantity ordered, the time and place of delivery, and agreed pricing, shall not become part of the Purchase Order and shall be null and void unless specifically agreed to on an individual basis in the signed Purchase Order Acknowledgement.

(c) Upon issuing the Purchase Order Acknowledgement, the sale becomes binding. A clean Purchase Order (containing only item, quantity, and price) may be acknowledged by performance or any other acknowledgment method.

3. Delivery of Goods and Performance of Services.

(a) Goods will be delivered within a reasonable time after receipt of Buyer’s purchase order, subject to availability. Seller is not liable for delays beyond its control.

(b) Unless otherwise agreed in writing, delivery is FOB Seller’s Location (“Delivery Point”). Buyer must take delivery on the scheduled date or within thirty (30) days of Seller’s notice. Seller provides standard loading; Buyer pays for any non-standard loading requirements.

(d) If Buyer fails to accept delivery:

(i) risk of loss transfers to Buyer;

(ii) Goods are deemed delivered;

(iii) Buyer is responsible for storage and related costs.

(e) Performance dates for Services are estimates only.

(f) Buyer must cooperate in all matters relating to Services and must provide access, materials, approvals, and compliance required for performance.

4. Non-Delivery.

(a) Seller’s shipping records are conclusive unless Buyer proves otherwise.

(b) Seller is not liable for non-delivery unless notified in writing within five (5) days of expected receipt.

(d) These remedies are Buyer’s exclusive remedies for non-delivery.

5. Quantity.

If Seller ships up to 3% over or under the confirmed quantity, Buyer must accept and pay at pro-rated price.

6. Shipping Terms.

Delivery is FOB Seller’s Location.

7. Title and Risk of Loss.

Title and risk of loss pass at Delivery Point. Buyer grants Seller a purchase-money security interest in all Goods until paid in full.

8. Buyer’s Acts or Omissions.

If Seller’s performance is delayed or prevented by Buyer, Seller is not in breach and Buyer is responsible for all resulting costs.

9. Inspection and Rejection of Nonconforming Goods.

(a) Buyer shall inspect the Goods upon receipt and prior to installation (the “Inspection Period”). Buyer will be deemed to have accepted the Goods unless it notifies Seller in writing of any Nonconforming Goods within the Inspection Period and provides reasonable supporting documentation.

“Nonconforming Goods” means only Goods that are not the same material, color, finish, or nominal size as the product expressly identified by Seller in the Sales Confirmation. Differences in labeling, factory names, factory product codes, box markings, shade codes, calibration markings, factory branding, or packaging style shall not constitute Nonconforming Goods and shall not be grounds for rejection.

Normal and industry-accepted variations in shade, tone, color, gloss, texture, veining, pattern, calibration, sizing, and warpage are not Nonconforming Goods. All breakage or visible damage must be reported at the time of delivery at the Delivery Point.

Digital renderings, photographs, sample chips, mockups, and showroom samples are approximate visual representations only and may differ from the delivered Goods. Variations between such materials and the delivered Goods shall not constitute Nonconforming Goods.

Buyer acknowledges that Goods may contain factory-defined shade lots, dye lots, or calibration ranges, and that production lots may vary from shipment to shipment. Reorders, add-ons, partial shipments, and order balances may not match previously delivered Goods, and such differences shall not constitute Nonconforming Goods.

(b) If Buyer timely notifies Seller of Nonconforming Goods, Seller may, at its sole discretion, either (i) replace such Goods or (ii) credit or refund the portion of the Price paid for such Goods. Buyer shall return such Goods to Seller at Buyer’s expense and risk. Replacement Goods will be shipped at Buyer’s expense and risk.

(c) The remedies set forth in this Section are Buyer’s exclusive remedies for Nonconforming Goods. Except as expressly provided in this Section, all sales are final, and Buyer has no right to return Goods.

(d) Installation, cutting, or modification of the Goods constitutes irrevocable acceptance of the Goods in full. Upon installation, Buyer waives all claims relating to shade, color, nominal sizing, calibration, warpage, finish, breakage, quality, or suitability.

10. Price.

(a) Buyer shall purchase the Goods and Services from Seller at the price (the "Price") set forth in Seller’s unexpired Quote or Sales Confirmation in effect as of the date Seller accepts Buyer’s purchase order. If Seller increases the Price before delivery of the Goods to a carrier for shipment to Buyer, these Terms shall be construed as if the increased Price were originally inserted herein, and Buyer shall be billed accordingly.

(b) All Prices are exclusive of all sales, use, excise, and similar taxes, duties, or charges imposed by any governmental authority. Buyer shall be responsible for all such taxes, except for taxes imposed on Seller’s income.

11. Payment Terms.

(a) Buyer shall pay all invoiced amounts upon receipt of Seller’s invoice. Payment shall be made by wire transfer, check, credit card, or ACH, and in U.S. dollars.

(b) Buyer shall pay interest on all late payments at the lesser of 1.5% per month or the maximum rate allowed by law, calculated daily and compounded monthly. Buyer shall reimburse Seller for all costs incurred in collecting late payments, including attorneys’ fees. Seller may suspend delivery of Goods or performance of Services if Buyer fails to pay any amounts due.

12. No Warranty.

SELLER MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE GOODS OR SERVICES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

12A. Suitability of Goods.

Buyer is solely responsible for determining the suitability of the Goods for any installation or environment, including wet areas, exterior applications, steam showers, commercial traffic, slip resistance requirements, substrate conditions, or compliance with ANSI, ASTM, ISO, TCNA, ADA, or project-specific architectural specifications. Seller makes no warranties regarding suitability unless expressly stated in the Sales Confirmation.

13. Limitation of Liability.

(a) IN NO EVENT SHALL SELLER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOSS OF USE, LOSS OF REVENUE, LOSS OF PROFIT, DIMINUTION IN VALUE, OR INSTALLATION OR REMOVAL COSTS, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, OR OTHERWISE.

(b) IN NO EVENT SHALL SELLER’S AGGREGATE LIABILITY EXCEED THE AMOUNT PAID BY BUYER FOR THE GOODS AND SERVICES GIVING RISE TO THE CLAIM.

(c) The limitation in Section 13(b) does not apply to liability resulting from Seller’s gross negligence, willful misconduct, or to death or bodily injury caused by Seller’s acts or omissions.

14. Compliance with Law.

Buyer shall comply with all applicable laws, regulations, and ordinances and shall maintain all required licenses, permits, and authorizations. Buyer shall comply with all export and import laws related to the sale or resale of the Goods. Buyer assumes all responsibility for shipments requiring government import clearance. Seller may terminate this Agreement if duties or penalties are imposed on the Goods.

15. Termination.

Seller may terminate this Agreement immediately upon written notice if Buyer:

(a) fails to pay any amount when due;

(b) breaches any provision of these Terms; or

16. Waiver.

No waiver by Seller of any provision is effective unless in writing and signed by Seller. No delay or failure to exercise any right shall be deemed a waiver.

17. Confidential Information.

All non-public, confidential, or proprietary information disclosed by Seller to Buyer is confidential and may not be used or disclosed except for performing this Agreement. Seller is entitled to injunctive relief for any breach of this Section. Confidentiality does not apply to information that is public, known to Buyer, or received lawfully from a third party.

18. Force Majeure.

Neither party shall be liable for delays or failures caused by events beyond their reasonable control, including: acts of God; weather; fire; flood; pandemics; war; terrorism; civil unrest; government actions; embargoes; labor disputes; power outages; transportation delays; or shortages of materials. The impacted party must notify the other within five (5) days. If the event continues for five (5) consecutive days after notice, either party may terminate the Agreement upon five (5) days' written notice.

19. Assignment.

Buyer may not assign any rights or delegate any obligations without Seller’s prior written consent. Any unauthorized assignment is void.

20. Relationship of the Parties.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

21. No Third-Party Beneficiaries.

This Agreement benefits only the parties and their permitted successors and assigns. No third party has any rights hereunder.

22. Governing Law.

This Agreement is governed by the internal laws of the State of New Jersey, without regard to conflict-of-law rules.

23. Submission to Jurisdiction.

Any action or proceeding arising out of this Agreement shall be brought exclusively in state or federal courts located in Lakewood, New Jersey (Ocean County). Each party submits to that exclusive jurisdiction.

24. Notices.

All notices must be in writing and delivered by personal delivery, overnight courier, certified or registered mail, or facsimile with confirmation. Notices are effective only upon receipt and proper delivery.

25. Severability.

If any provision is invalid or unenforceable, the remaining provisions shall remain in full force and effect.

26. Survival.

Provisions that by nature should survive termination will survive, including: Confidentiality, Compliance with Law, Governing Law, Jurisdiction, and Survival itself.

27. Amendment and Modification.

These Terms may be amended only by a written document stating that it amends these Terms and signed by authorized representatives of both parties.