Set forth below are the terms and conditions of sale between Titan Environmental USA, LLC (“Titan” or “Seller”) and the buyer of Products and/or services (the “Buyer”) which are duly incorporated into the Purchase Agreement between the parties (as applicable, the “Products” and the “Services”):

1. Acceptance; Changes; Offer. All orders are subject to review and acceptance by the Seller. By placing an order with the Seller, the Buyer accepts the terms and conditions of sale herein. Changes to these terms may not be made, and no conflicting or additional terms contained in any purchase order or other document originated by the Buyer shall be binding on the Seller, without the prior written agreement of the Seller. In the event that this document is submitted to the Buyer as an offer, such offer shall remain open for thirty (30) days from the date the offer is made. Customer requests for quotes and purchase orders will need to indicate if Build America, Buy America (BABA) Act compliance is required. If not indicated, Titan reserves the right to process quotes and purchase orders with non-BABA compliant material.

2. Use of Products; Hazardous Substances. It is the sole responsibility of the Buyer to ensure that any design into which the Product will be used is properly engineered and that the Product properties are adequate for the installation. Should the Product be used in an application where property or public safety could be endangered, the Buyer warrants that the design of such application has been engineered by a competent, licensed engineer with experience in the design of such application and the use of the Product therein. Unless specifically agreed to in writing, the Seller shall not be responsible for the results of any technical advice provided in connection with the design, installation, or use of any Product. The Seller provides no warranty and hereby expressly disclaims any warranty against patent or other intellectual property infringement relating to the Products.

The Buyer represents and warrants to the Seller that any and all Products sold by the Seller to the Buyer will not be used in connection with the storage of, containment of, or any other application involving “hazardous or toxic chemicals” or “hazardous substances” or flammable or hazardous “petroleum products” as defined by any applicable federal, state or local law, rule or regulation (“Hazardous Substances”), it being understood that unless the Products are being sold under a separate written agreement that specifies their intended use relating to Hazardous Substances, the Products are not intended for use and should not be used in any application involving Hazardous Substances.

3. Design Services. Buyer may engage Seller for the provision of certain services, including design services, drawing services, site assistance, and other special employee services at the hourly, daily, or overall project rates as more particularly described in the order. Any such engagement shall be governed by these terms and conditions.

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all designs, drawings, documents, work product, and other materials that are delivered to Buyer in connection with any of the design services or prepared by or on behalf of Buyer in the course of performing the design services, shall be owned solely by Seller.

4. Prices. All prices are F.O.B. from the Seller’s location to the delivery point agreed upon by the Seller in writing and, unless otherwise specified in writing, are exclusive of all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any governmental authority on any amounts payable by the Buyer. The Buyer shall be responsible for all such charges, costs and taxes. Proposals and quotations of prices apply only in the quantity and on the shipping schedule named in the proposal or quotation and, unless the Seller expressly agrees to the contrary in writing, such proposal and quotations are subject to change without notice.

5. Increases. The prices in any quotation provided by Seller are based on current material and freight prices. Please note that pricing is subject to global material and financial conditions and may increase without warning or notification. If there are any industry wide increases in customs duty, sales, excise, or other similar taxes, freight costs, insurance costs, costs of variation in foreign currency exchange rates, or in the costs of manufacture (including without limitation resin and other material costs) that occur between the time an order is accepted and the Products or Services are delivered, then the Seller shall be permitted to increase the price for the Products or Services accordingly on written notice to the Buyer and these terms and any quotation, purchase order or agreement shall be construed as if the modified prices were originally inserted herein and therein, and the Buyer agrees to pay such increased prices.

6. Invoicing. Unless the Seller expressly agrees to the contrary in writing, all invoices become due and payable thirty (30) days following the date of the Seller’s invoice O.A.C. Any portion of the price not paid in accordance with these terms will bear interest from the due date at a rate of 1.5% per month until paid.

7. Holdbacks. Unless specifically detailed in a contract signed by both the Buyer and the Seller, no holdbacks are permitted on any portion of outstanding invoices.

8. Delivery. Any dates or schedules which may be specified for delivery of the Products and Services are estimated and the Seller will incur no liability, either direct or indirect, as a result of any delays in meeting such dates or schedules. If the Buyer shall fail to make payments in accordance with the terms of payment, the Seller may defer further shipment until such payments are made or terminate any purchaser order or agreement without liability to the Buyer (and the Buyer shall remain responsible for any Products or Services previously delivered). Shipments and deliveries shall at all times be subject to the approval of the Seller’s credit department. The Seller shall not be responsible for any delays in delivery or failures in manufacture caused by contingencies beyond the Seller’s reasonable control, including, but not limited to, strikes, fire, flood, embargo, war, governmental regulations, pandemic, or shortages of raw materials, fuels or transportation. Acceptance of order and delivery is subject to availability of material at time of order.

The Buyer shall reasonably cooperate with the Seller to coordinate and accept delivery of any Products. If for any reason Buyer fails to accept delivery of any of the Products on the date such Products are delivered, or if Seller is unable to deliver the Products because Buyer has not provided appropriate instructions, documents, licenses or authorizations within thirty (30) days of the date of manufacture of the Products: (i) risk of loss to the Products shall pass to Buyer; (ii) the Products shall be deemed to have been delivered and the Seller may immediately invoice the Buyer for the Products if it has not previously done so; and (iii) Seller, at its option, may store the Products until Buyer picks them up, whereupon Buyer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer. Each shipment will constitute a separate sale, and Buyer shall pay for the Products shipped whether such shipment is in whole or partial fulfillment of Buyer’s order. The quantity of any installment of Products as recorded by Seller on dispatch from Seller’s place of business is conclusive evidence of the quantity received by Buyer on delivery unless Buyer can provide conclusive evidence proving the contrary.

9. Inspections. The Buyer shall carefully inspect the condition of the Product on receipt and shall notify the Seller in writing before the product has been covered up or put out of view of any deficiencies, shortages or defects, and provide the Seller an opportunity to inspect these deficiencies. Any error in workmanship, defects in material, or nonconformities between merchandise ordered and that delivered must be reported to the Seller within 48 hours of delivery of the Product or provision of the Service. At the end of the 48 hour period, the Buyer shall be treated as having accepted the Product which has not been rejected. No Product shall be returned by the Buyer to the Seller without the prior written consent of the Seller. If any of the Product which is the subject of this agreement is rejected because of failure to conform to specifications and drawings, or because of failure in workmanship or materials, the Seller shall replace those items with others which comply with the Seller’s standard specifications within 15 days. The obligation of the Seller is limited to replacing those items with others which comply with the specifications, or, at the option of the Seller, in the case of failure in workmanship or materials, repairing such items. In no event shall the Seller be liable for any special, indirect or consequential damage incurred by the Buyer, such as but not limited to, loss of profit or revenue, loss of use, downtime, or cost of a substitute product.

10. Returns. A minimum of a 35% restocking charge will be levied on all authorized returned standard resale Products. Upon written consent of the Seller, such Products may be returned to the Seller’s designated location, freight prepaid, and by a carrier designated by the Seller. In the event the Buyer requests and the Seller agrees to manufacture Products outside Seller’s stock items in accordance with the Buyer’s strict specifications (“Custom Products”), the Buyer expressly agrees that such Custom Products are not returnable and are excluded from Seller’s return policy. The Seller shall in no event be liable for the cost of labor or for any costs incurred by the Buyer in returning any Products to the Seller.

11. Warranties. The Seller does not warrant the fitness of Products for any particular purpose and hereby expressly disclaims any such warranty, but warrants and agrees to manufacture the Products in accordance with the agreed specifications with reasonable skill and without defective workmanship. The Seller does not provide any warranties relating to the materials contained within the Products; all such material warranties are those provided by the manufacturer, which may be pro-rated from the date that the Seller acquired such materials. For standard warranty details please contact your Titan representative for a draft copy of the warranty. Any extended warranty required by the Buyer must be applied for and purchased at the time of order. Requests for extended warranties after the delivery of the Product will not be considered or accepted. The Seller reserves the right to adjust prices to accommodate extended warranty costs.

Any Services provided hereunder other than installation work are provided “as is” and without any warranty of any kind, express or implied, all such warranties hereby being expressly disclaimed. Unless specifically agreed to in writing by the Seller, the Seller warrants any installation work performed by the Seller for a period of twelve (12) months following the date installation is completed by the Seller.

The Seller limits warranty on materials purchased by the Seller from third party manufacturers to the standard warranty offered by such manufacturers. Should any such purchased materials prove so defective that repair or replacement is not practical; the Buyer’s sole and exclusive remedy shall be that which is available to it from the manufacturer.

12. Indemnity. The Buyer agrees to indemnify, hold harmless and defend the Seller and the Seller’s directors, officers and employees from and against all claims by any third party (being an individual, partnership, joint venture, firm, trust, body corporate, government, authority of any other legal entity other than the Seller or the Buyer) in respect of or in any way relating to the Products, Services or the installation of the Products including without limitation any claims relating to any breach of contract, negligence or other tort or breach of statutory or other duty by the Seller, and any claims relating to any use of the Products in any application involving Hazardous Substances. The Buyer agrees that the Seller’s directors, officers and employees are intended to be party to and beneficiaries of this clause.

13. LIMITATION OF LIABILITY. THE SELLER’S TOTAL AGGREGATE LIABILITY UNDER THESE TERMS AND CONDITIONS AND ANY ASSOCIATED PURCHASE ORDER OR PURCHASE AGREEMENT WILL UNDER NO CIRCUMSTANCES EXCEED THE ACTUAL AMOUNT PAID BY THE BUYER FOR THE PRODUCTS OR THE SERVICES.
THE SELLER SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS OF PRODUCTION, WORK, DATA, USE, BUSINESS, GOODWILL, REPUTATION, REVENUE OR PROFIT, ANY DIMINUTION IN VALUE, COSTS OF REPLACEMENT GOODS OR SERVICES, OR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES OR LOSSES, WHETHER DIRECT OR INDIRECT.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO BUYER.

14. Termination. In the event that the Seller fails to deliver the Product to the Buyer, or the Buyer fails to pay for the Product on the due date for payment (either such event being referred to as a “Breach” and the party which has failed being referred to as the “Defaulting Party”, then and at the option of the non-Defaulting Party, the non-Defaulting Party may give written notice to the Defaulting Party to remedy the Breach within 15 days of the Defaulting Party receiving such notice. If the Defaulting Party does not remedy such Breach within the required time period, then the non-Defaulting Party may, by written notice to the Defaulting Party, elect to treat the Breach as a repudiation by the Defaulting Party of the Agreement and cancel the Agreement.

15. Amendment. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.

16. Counterpart. An emailed or facsimile copy hereof may stand in lieu of the original order and may be signed in counterpart.

17. Applicable Laws. If any term of the Purchase Agreement is invalid or unenforceable under any statute, regulation, ordinance, order or other rule of law, that term shall be deemed modified or deleted, but only to the extent necessary to comply with the statute, regulation, ordinance, order or rule, and the remaining provisions of the Purchase Agreement shall remain in full force and effect.

18. Severability. If any term of this agreement is invalid or unenforceable under any statute, regulation, ordinance, order or other rule of law, that term shall be deemed modified or deleted, but only to the extent necessary to comply with the statute, regulation, ordinance, order or rule, and the remaining provisions of this agreement shall remain in full force and effect.

19. Force Majeure. Any delay or failure of the Seller to perform its obligations under this agreement shall be excused if, and to the extent, that the delay or failure is caused by an event or occurrence beyond the reasonable control of the Seller and without its fault or negligence, such as, by way of example and not by way of limitation, acts of God, pandemics or other public health emergencies, action by any governmental authority (whether valid or invalid), fires, floods, wind storms, explosions, riots, natural disasters, epidemics, wars, sabotage, labour problems (including lock-outs, strikes and slow-downs), inability to obtain power, material (including necessary parts or components), labour, equipment or transportation, or court injunction or order; provided that written notice of delay (including the anticipated duration of the delay) shall be given by the Seller to the Buyer within ten days.

20. Disclaimer. The information presented herein, while not guaranteed, is to the best of our knowledge true and accurate. While every effort has been made to provide accurate and reliable information, it is up to the user of this product to verify all information, including designs it might be based upon, with an independent source. Application of this data must be made on the basis of responsible professional judgment. Except when agreed to in writing as working conditions of use, no warranty, expressed or implied, is made regarding the performance or fitness of use of any product since the manner of use and handling is beyond the Seller’s control.

21. Survival. Provisions of these terms and conditions which by their nature should apply beyond their terms will remain in force after any termination or expiration of this Agreement.