GENERAL TERMS AND CONDITIONS OF SALE

1. GENERAL PROVISIONS

1.1. These General Terms and Conditions (hereinafter the “Terms”) apply to all contracts concluded by Buzon USA Inc., a Delaware corporation with its principal office located at 3302 Canal St., Suite 71, Houston, TX 77003 (hereinafter the “Company”), regarding the sale of paving supports and related products (hereinafter the “Product(s)”) by you (the “customer”).

1.2. Acceptance of an order or quotation by a customer, or the customer’s issuance of a purchase order, constitutes full and unconditional acceptance of these Terms. Unless otherwise expressly agreed in writing, the customer waives reliance on its own terms and conditions, whether referenced in purchase orders, invoices, correspondence, or any other documents. The Company expressly rejects all customer proposals to delete, add to, modify or amend these Terms.

1.3. Only written deviations expressly agreed to by the Company may alter these Terms. Any conflicting provisions in customer documents shall be null and void unless expressly accepted by the Company in writing. 1.4. These Terms shall apply to all subsequent transactions between the parties once accepted for the first time.

2. QUOTATIONS

Unless otherwise stated in writing, quotations are valid for ten (10) calendar days from the date of issuance. After expiration of this period, the customer must request a new quotation in order to proceed. Quotations are non-binding in nature and shall only become binding upon acceptance by the customer and written confirmation of such acceptance by the Company.

3. ORDERS

3.1. Orders become binding only upon written acceptance by the Company. The Company reserves the right to reject any orders for any reason, or no reason at all, in its sole discretion. Any modifications requested by the customer shall only be valid if confirmed in writing by the Company.

3.2. Order cancellations must be submitted in writing and are only valid if accepted by the Company. If accepted, the Company reserves the right to charge a cancellation fee of up to 30% of the order value.

3.3 The Company will be entitled to adjust prices at any time on the basis of the average change in the cost price of the Products. The adjustment of prices and rates will apply after the customer has been notified in writing by the Company of the adjustment.

4. PRODUCTS INFORMATION

The weights, dimensions, capacities, performance ratings, characteristics and other data on the Company’s catalogs, prospectus, circulars, advertisements, price lists, instructions sheets and website are mentioned only as general information. They are only approximate and shall not bind the Company.

5. DELIVERY, RISK OF LOSS AND DELAYS

5.1. Unless otherwise specified by the parties in writing, the Products are to be delivered “FOB Shipping Point” at the Company’s place of business. After delivery, the method, agency, and routing of transportation shall be designated by the customer, at the customer’s expense and risk.

5.2. In accordance with FOB Shipping Point, the customer shall bear all risks of loss or damage to the Products until delivery at the Company’s place of business, whether the Products are shipped from the Company’s warehouse in Houston, Texas, USA, or directly from Belgium in the case of drop-shipping.

5.3. Any specific delivery times designated in writing signed by the Company shall be interpreted as estimated and in no event shall dates be construed as falling within the meaning of “time is of the essence”. The Company shall not be responsible for any delays in filling orders, nor shall it be liable for any loss or damages resulting from such delays regardless of whether such delays are due to force majeure or otherwise.

5.4 Under no circumstances shall the customer, or the customer’s customers, be entitled to any damages for the Company’s failure to ship on time, and the customer agrees to indemnify, defend and hold the Company harmless against any costs and expenses related to any claims for lost profits or other consequential damages based on the Company’s failure to deliver timely.

5.5 If the customer does not accept or pick up the Products at the date specified in the order or later agreed to by the Company, the delivery of the Products shall nevertheless be deemed accepted by the customer that shall therefore pay for the Products delivered. The storage of the Products arranged by the Company will be at the risk and expense of the customer. At its sole discretion, the Company may decide to terminate the contract upon written notice to the customer and the Company shall be entitled, to the exclusion of any other remedy for the customer’s failure to take the Products, to compensation for the loss it suffered as a result of the customer’s delay, including any consequential and indirect loss, as well as any expenses properly incurred in performing the contract and not covered by payments received for the Products delivered.

6. SECURITY INTEREST

6.1. In order to protect and secure payment of all debts due and owing from the customer and until the Company has been paid in full, the customer hereby grants to the Company a security interest in the Products, and all proceeds and all accounts receivables resulting from the sale of the Products. In connection therewith, the customer hereby authorizes the Company to take all necessary steps to file such financing statements and exhibits with the proper authorities, including the filing of a UCC-1 financing statement.

6.2. Until the customer has paid for the Products in full, the customer shall not pledge, mortgage, encumber, or create or suffer to exist a security interest in the Products in favor of any person other than the Company unless written approval of such other security interest is given by the Company. Additionally, the customer agrees to keep the Products insured to their full value until payment is received by the Company. In the event the customer sells the Products to a third party before payment in full is received by the Company, the customer agrees to secure its security interest in the Products at the time of sale to its customer in order to protect the Company’s interests to the greatest extent possible.

7. PRICES AND TAXES

7.1. Prices are quoted in United States Dollars (USD), exclusive of any federal, state, or local taxes, transportation charges, or other levies.

7.2. All applicable sales taxes, use taxes, and other governmental charges are the sole responsibility of the customer.

7.3. The Company reserves the right to adjust prices in the event of significant changes in market conditions, raw material costs, or other external factors.

8. PAYMENT TERMS

8.1. All payments shall be made exclusively by wire transfer or ACH transfer to the bank account of the Company, as indicated on the invoice.

8.2. Unless otherwise expressly stated on the invoice, all invoices are payable in advance prior to shipment or delivery of the Products. If the invoice specifies alternative terms, such as “Net 30 days,” then such terms shall apply. Payment shall be received by the Company within the applicable periods.

8.3. Any late payment shall accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower.

8.4. In addition, the customer shall pay an irreducible penalty of 15% of the outstanding balance, with a minimum charge of USD 100.

8.5. The customer agrees that, in the event of collection proceedings or litigation, reasonable attorneys’ fees and court costs incurred by the Company shall be borne by the customer.

8.6. Non-payment of a single invoice may render all other outstanding invoices immediately due and payable.

8.7 If the customer does not fulfill its payment obligations to the Company completely or within the applicable payment period, the Company will be entitled to suspend its obligations to the customer completely and/or not to perform them. The Company will also be entitled to terminate the contract by notifying the customer in writing.

9. WARRANTY

9.1. The Company provides a Limited Warranty for its Products, the full terms of which are set forth in a separate document titled “Buzon USA Inc. Limited Warranty”, as published by the Company and in force at the time of delivery.

9.2. Except as expressly provided in the Limited Warranty, ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

9.3. The customer acknowledges and agrees that its sole remedies in connection with any defective Product shall be those expressly provided under the Limited Warranty. In no event shall the Company’s liability exceed the purchase price actually paid for the Product(s).

10. RETURNS

10.1 No returns shall be accepted unless the Company has expressly agreed in writing, or unless the return results from a proven fault of the Company. Acceptance of the returned Product does not imply acknowledgment by the Company of the reason for the return.

10.2 In all cases other than a proven fault of the Company, any authorized return shall be subject to a restocking fee of 15% to 30% of the purchase price, as determined by the Company in its sole discretion depending on the condition of the returned Product.

10.3 If the return results from a proven fault of the Company, all reasonable transportation and shipping costs shall be borne by the Company. In all other cases, transportation and shipping costs for authorized returns shall be borne solely by the customer at its own cost and expense.

10.4 All unauthorized returns shall be refused.

11. INDEMNIFICATION

11.1 Except as otherwise provided for herein, the customer, on its own behalf, and behalf of its parent, subsidiary(ies), affiliated and related companies, and their respective predecessors, past and present officers, directors, shareholders, agents, employees, legal representatives, successors and assigns (hereinafter the “Indemnifying Parties”) assumes liability for, and shall pay when due, and shall indemnify, reimburse and hold the Company, and its parent, subsidiary, affiliated and related companies, and their respective predecessors, past and present officers, directors, shareholders, agents, employees, legal representatives, successors and assigns (hereinafter the “Indemnified Parties”) harmless from and against any and all Claims (as defined below), directly or indirectly relating to or arising out of the acquisition, use, purchase, shipment, transportation, delivery, lease or sublease, ownership, operation, possession, control, storage, return or condition of the Products (regardless of whether the Products are at the time in the possession of the Indemnifying Parties), the falsity of any representation or warranty of the customer, or the customer’s failure to comply with these Terms. The foregoing indemnity shall cover, without limitation, any claim for negligence, gross negligence, or liability in tort.

11.2 “Claims” means any and all liabilities, losses, damages, actions, suits, demands, claims of any kind and nature and all costs and expenses whatsoever to the extent they may be incurred or suffered by the Indemnified Parties in connection with the Products (including, without limitation, reasonable attorneys’ fees and expenses), fines, penalties (and other charges of applicable governmental authorities), damage to or loss of use of property (including, without limitation, consequential or special damages to third parties or damages to the customer’s property), or bodily injury to or death of any person(s) (including, without limitation, any agent or employee of the customer, user of the Products, or any other person).

12. FORCE MAJEURE

12.1 Neither party shall be in breach of the contract nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to: Acts of God, flood, drought, earthquake or other natural disaster; terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo or breaking off of diplomatic relations; nuclear, chemical, biological contamination or sonic boom, epidemic or pandemic; any law or any action taken by a Government or a public authority including without limitation imposing an export or import restriction, quota or prohibition, and the collapse of buildings, fire, explosion or accident (hereinafter a «Force Majeure Event»).

12.2 The customer shall use all reasonable effort to mitigate the effect of a Force Majeure Event on the performance of its obligations. If a Force Majeure Event prevents, hinders or delays the Company’s performance of its obligations for a continuous period of more than three (3) months, the Company may terminate the contract immediately by giving written notice to the customer.

13. INTELLECTUAL PROPERTY

13.1 All intellectual property rights to, ownership of, and interest in all Products, goods, trademarks, trade names, logos, distinctive marks, designs, drawings, photographs, technical documents, studies, and any other materials created and/or made available by the Company hereunder or within the framework of the relationship between the Company and the customer (hereinafter the “Intellectual Property”) are vested exclusively in the Company. The customer shall not reproduce, modify, transfer, grant, assign, license or use the Intellectual Property, except in accordance with these Terms.

13.2 The customer shall not remove or alter indications concerning intellectual property rights and concerning the confidential nature of information from Products, goods, services, programs, works, distinctive marks, inventions, designs, models and other materials created and/or made available by the Company and the Products delivered.

13.3 In the event the Products are produced by the Company in accordance with specifications submitted by the customer, the customer shall indemnify the Company against all loss, damages, costs and expenses awarded against or incurred by the Company in connection with or paid or agreed to be paid by the Company in settlement of any claim for infringement of any patent, copyright, design, trademark or other industrial or intellectual property rights of any other person which results from the Company’s use of the customer’s specifications.

13.4 The Company makes no warranty concerning the appropriateness of the Products or services to the purposes for which the customer or its customer are acquiring same. Moreover, the Company makes no warranty that the Products or services or other Intellectual Property of the Company do not infringe the rights of third parties.

14. CONFIDENTIALITY

The customer shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes, or initiatives which are of a confidential nature and have been disclosed to the customer by the Company, its employees, agents or subcontractors, and any other confidential information concerning the Company’s business, its Products, goods, materials and services which the customer may obtain. The customer shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the customer’s obligations under the contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this section as though they were a party to the contract. The customer may also disclose such of the Company’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This section shall survive termination of the contract.

15. SUITABILITY OF USE

The customer is solely responsible for ensuring that the Products purchased are suitable for the intended use and application. The Company makes no representation or warranty as to the suitability of the Products for any specific project or condition, except as expressly stated in writing.

16. TERMINATION

16.1 The Company will be entitled to suspend or terminate the contract unilaterally upon written notice to the customer, with immediate effect, fully or in part if:

(a) the customer has failed, or it is the Company’s belief that customer will fail, to fulfill one or more of its obligations under these Terms or any other contracts;

(b) the customer has suspended payments or has sought the protection of the Bankruptcy Courts;

(d) the customer’s property on the Company’s premises has been attached in execution;

(e) a resolution for the dissolution and/or winding up of the customer has been adopted;

(f) the enterprise operated by the customer has been fully or partly transferred to a third party without consent of the Company;

(g) the customer has disregarded any applicable statute, law, ordinance, code, order, rule, regulation, proclamation or other governmental requirement. The Company shall not be liable with respect to the customer for any damages arising from suspension or termination of the contract for the aforementioned reasons.

16.2 If the contract is suspended or terminated, performance of the contract already received by the customer and the payment obligations of the customer in connection with it will remain. The amounts invoiced by the Company for the Products delivered or work actually performed prior to or upon suspension or termination of the contract will be immediately due and payable after suspension or termination. The customer agrees to pay any of the Company’s costs, damages, attorneys’ fees and other expenses associated with the Company’s suspension or termination of any contract with the customer pursuant to the terms of this section. The Company’s right of suspension or termination shall be without prejudice to any claims or other rights or remedies which the Company may have against the customer by operation of law or otherwise.

17. GOVERNING LAW AND JURISDICTION

17.1. These Terms shall be governed by and construed in accordance with the laws of the State of Texas, USA, without regard to conflict of laws rules. The application of the United Nations Convention on the International Sale of Goods is expressly excluded.

17.2. Any dispute shall be subject to the sole and exclusive jurisdiction of the state and federal courts located in Houston, Harris County, Texas. The customer waives any objection to such jurisdiction.

17.3. Waiver of Jury Trial: Each party irrevocably waives any right it may have to a trial by jury in any action, proceeding, or litigation arising out of or relating to these Terms.

17.4. Service of process may be validly effected by registered or certified mail, return receipt requested, postage prepaid, to the party’s registered office or principal place of business.

18. SEVERABILITY

If any provision of these Terms is found invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties further agree to renegotiate any so severed provision to bring the same within applicable legal requirements to the greatest extent possible.

19. AMENDMENTS

These Terms constitute the sole terms and conditions of the contract between the Company and the customer. Any modification to these Terms must be made in writing and signed by authorized representatives of both parties.

20. DATA PRIVACY

The Company collects and processes customer data in accordance with applicable U.S. federal and state privacy and data protection laws, including but not limited to the California Consumer Privacy Act (CCPA) where applicable.