Introduction These terms and conditions of sale shall apply to every sale of products by Sonite, and companies related to or controlled by Sonite, including mosaics, tiles, and solid surfaces, and all related packaging, and any other product sold under any of Sonite’s trademarks (“Sonite products”). Depending on the type of products sold, and at Sonite’s sole discretion, additional terms and conditions, which will not conflict with these terms and conditions, may also apply. They will be provided by Sonite to Buyer and become an integral part of these terms and conditions. Any other additional or different terms or conditions which may at any time be indicated by Buyer in Buyer’s purchase order, forms, correspondence, or otherwise shall be of no effect, even if not expressly objected to by Sonite. Sonite products Differences and variations in shade, flow, grain, tonality, shape, size, veining, moisture absorption, surface finish, color (including discoloration and/or fading, and/or yellowing over time), texture, and coefficient of friction are inherent characteristics and/or occur naturally during the manufacturing process and are not, and shall not be considered, defects in the Sonite products. Samples: Samples of Sonite products on the market, including those shown in catalogues, color samples, display panels, sample boxes, and other displays of any kind are merely examples. Sonite does not guarantee nor does it warrant that it will reproduce the exact color or shade as shown in the samples. Variation: It is recognized in this industry that variations can occur between production lots of the same product type. Such differences and variation naturally occur during the manufacturing process and are inherent to the materials used in the products. Reorders: For reorders, Sonite does not guarantee that a new lot will be the exact color or shade as a lot previously delivered. As a courtesy, a Buyer may contact Sonite for consultation regarding the specific characteristics of a particular Sonite product. Buyer acknowledges that the dimensions and technical specifications of each Sonite pattern, shapes, sizes, colors and textures as published or provided by Sonite are estimates only. Buyer also acknowledges that Sonite generally manufactures its products using metric units of measurement, any conversion to U.S. units of measurement is only approximate and therefore Sonite is not responsible for any discrepancies in measurements. Sonite assumes no liability for any inaccurate measurements and/or dimensions or for any discrepancies between the colors specified by Buyer and as actually delivered. Order Details Sonite recommends that Buyer purchase an additional 10% of Sonite products for the following reasons: to ensure replacement tiles of the same color if any tiles are damaged after installation; to compensate for possible minor defects or inconsistencies in individual tiles; and to avoid underestimating the quantity of tiles needed, which often happens. By submitting an order, Buyer takes sole responsibility for providing detailed specifications for the purchase order, as necessary and appropriate for Buyer’s own requirements. Buyer shall be solely responsible for confirming and providing to Sonite the correct measurements and/or dimensions. Buyer acknowledges and agrees that Sonite will deliver products based on measurements, selections, and dimensions provided by Buyer, and confirmed by Sonite’s order confirmation. Sonite assumes no liability for any mistakes as a result of Buyer’s incorrect measurements, selections, and dimensions. Binding Orders. Any order by Buyer may be accepted by Sonite in whole or in part. An order from Buyer becomes irrevocable when Sonite receives an order confirmation signed by Buyer. An order confirmation must be signed by Buyer and received by Sonite within 24 hours from its transmission to Buyer; otherwise the order confirmation shall be automatically revoked. Special Orders Sonite requires a minimum order of 11 square feet. Custom blends are available as Special Orders upon customer request. On all Special Orders, Sonite reserves the right to deliver and charge a maximum 25% upcharge for all first choice goods manufactured for the Special Orders. This charge is made to the highest priced series used in the blend. All custom arrangements, arranged strips, etc. may have an additional upcharge. Always check with your sales representative. A $100.00 USD charge (refundable upon ordering) will be charged for bespoke pattern drawing and color rendering. Bespoke Service and Customer Indemnity. Buyer affirms, represents and warrants that it possesses all necessary licenses, rights, consents, and permissions to the submitted materials. Buyer further licenses Sonite all rights, trademarks, and copyrights to such content as necessary to effectuate the express purpose of these terms of sale. Buyer hereby warrants, represents that all works submitted to Sonite for reproduction (“Submitted Works”) are original works to which Customer has the full rights to reproduce and do not infringe on the intellectual property rights of any third party (whether copyright, trademark, patent, design patent, trade secret, or other forms of intellectual property). To the extent permitted by applicable law, Buyer further agrees to indemnify, defend and hold harmless Sonite, its directors, officers, shareholders, partners, agents and employees from any and all liabilities, claims, obligations, suits, judgments and expenses whatsoever, including court costs and attorney fees, arising from (i) Buyers breach of these terms of sale; (ii) Buyer’s violation of any third party right, including, without limitation, any copyright, or trademark; (iii) any claim that the Submitted Works caused damage or loss to any third party; and (iv) any allegation that reproduction of the Submitted Works infringes on the copyrights or trademarks of another party. Payment Payment for all goods purchased by Buyer from Seller is due and payable immediately upon notice that production is complete. Buyer shall pay a minimum deposit of 50% of the total cost when Buyer issues the purchase order and shall pay the remaining 50% of the total cost prior to delivery. Sonite will ship products only after receiving full payment from Buyer. Delivery and Warehousing Costs/Risk of Loss. Partial Shipments: Partial shipments will be invoiced as shipped. Buyer cannot reject any partial shipments unless the product is defective. Shipping Instructions and Delivery Date: Buyer shall be responsible for making all shipping arrangements (including shipping instructions and shipping address) directly with shipper and also for payment to the shipper for all costs relating to the shipping of the ordered products. The products shall be ready for pickup by Buyer or Buyer’s agent at Sonite’s warehouse as of the date upon which production is complete, as indicated in the order confirmation or as otherwise indicated in writing by Sonite. Warehousing: Buyer shall be responsible for all warehousing and storage costs related to the goods purchased if the Buyer fails to arrange shipping for the goods by the date that payment is due. Risk of loss, damage, or delay in delivery of the products shall pass to the Buyer upon Sonite placing the products at Buyer’s disposal at Sonite’s warehouse. Any shipping arrangements made by Sonite with carriers or forwarding agents, at Buyer’s request or otherwise, for delivery of the products from the warehouse to any other locations, shall be made solely on Buyer’s behalf and at Buyer’s sole cost and risk of loss and damage. Packaging Products are delivered in cardboard boxes. For large items, Sonite reserves the right, at its sole discretion, to arrange for alternative packaging suitable to the order, including the use of pallets and wooden crates. Costs of special packaging will be charged on the invoice as indicated on the order confirmation. Inspection Upon Delivery It is the responsibility of the Buyer, general contractor, subcontractors, installers, and any agent of the Buyer regarding the installation of the product or the finished product, to inspect each Sonite product upon delivery to the job site. Buyer or Buyer’s agent is responsible for inspecting the accuracy of materials ordered, including quantity, quality, color, and any shipping damage, within seven (7) business days of delivery. Otherwise, Buyer accepts the Sonite products “AS IS.” Installation Buyer agrees that Sonite is not responsible for installation, sealing, or refinishing of any product. Sonite shall not liable for any damage, harm, or loss incurred arising from or relating to the installation, sealing, or refinishing of any product. Installation constitutes acceptance of the product. Sonite trowels are provided as a convenience and their usage should be tested on a small area prior to extensive use. Buyer should confirm that they are using the appropriate sized Sonite trowel for product being installed. Sonite trowels may not be the best solution for everyone and an additional traditional trowel may be necessary. Application Please refer to any relevant technical specifications to determine whether a collection is appropriate for an application. Any specifications or guidelines provided by Sonite are merely general guidelines. They are not instructions for any particular use in any particular location. Sonite products are primarily intended for use as indoor decorative wall coverings. Sonite mosaics (10, 15, 20 mm) are rated for light traffic flooring use only if installed with epoxy based adhesive and non-sanded grout. White colored adhesives are recommended for use with translucent Sonite materials to prevent color drops. For best results, the surface area to be covered should be completely flat and smooth, with all corners perpendicular. Sonite products must be kept away from high heat and fires, including direct sunlight and open flames. Do not set curling irons, blow dryers, clothing irons, or other hot objects directly on the surface of the product. Sonite products are rated for use in steam rooms with operating temperatures less than 80° C (176° F) and for wet application (showers, baths, and indoor pools). Epoxy based adhesives and grout are required for installation in steam rooms and wet environments. Sonite recommends Laticrete 254 platinum, Weber fix plus and Weber epoxy that have been tested and approved for normal application with Sonite products. For applications with large ambient temperature variation or light traffic floor applications, epoxy based adhesives are recommended. Use of Sonite products other than for intended use voids all warranties and liabilities of Sonite products. Late Fees and Costs of Collection. Seller shall have the right to charge interest, at the maximum allowed annual rate then in effect, on all balances over 30 (thirty) days past due. In the event Buyer defaults any of its payment obligations, Buyer shall be liable for Seller’s costs of collection, including but not limited to any contingency rate collection expense retained by the collection company for collection work and/or reasonable attorney’s fees and court costs. Returns and Cancellations by Buyer Custom (special) orders: No returns will be accepted. These orders cannot be cancelled. Stock orders: No returns will be accepted except in the event that the products are defective. Any claims for defective products shall be governed solely by Sonite’s limited warranty described below in paragraph 16. Cancellations by Sonite Sonite may cancel an order without constituting a breach of the sales contract and without any liability if Buyer (a) becomes insolvent, (b) suspends any of its operations, (c) if any petition is filed or proceeding commenced by, or against Buyer under any state or federal law relating to bankruptcy, reorganization, receivership, or assignment for the benefit of creditors, or (d) if Sonite believes in good faith that Buyer’s ability to make payment required by these terms and conditions is or may become impaired. Buyer remains liable to pay for any Sonite products already shipped. Limited Liability and Warranties Sonite products are sold “AS IS” without warranty. Sonite, will, at its election, repair or replace the product or make appropriate adjustment where Sonite inspection discloses any defects in Sonite products. Sonite will, at its option, either (a) replace defective products free of charge, provided that the Buyer pays the shipping, insurance, and customs duties, if applicable, or (b) refund the purchase price of the mosaics purchased. Buyer is responsible for all shipping costs, including the cost of any return shipping. In no case shall Sonite be required to pay an amount greater than the price paid to Sonite for the Sonite products. In either case, the Buyer must submit a claim within seven (7) business days after receipt of the products if a defect is discovered. No product may be returned to Sonite without Sonite’s prior written authorization. This warranty extends to the Buyer only. BUYER ACKNOWLEDGES THAT SONITE PRODUCTS ARE PRIMARILY INTENDED FOR USE AS INDOOR DECORATIVE WALL COVERINGS. SONITE MOSAICS (10, 15, 20 mm) ARE RATED FOR LIGHT TRAFFIC FLOORING USE ONLY IF INSTALLED WITH EPOXY BASED ADHESIVE AND GROUT. BUYER ACKNOWLEDGES THAT SONITE PRODUCTS MUST BE KEPT AWAY FROM HIGH HEAT (SONITE PRODUCTS ARE NOT INTENDED TO WITHSTAND TEMPERATURES IN EXCESS OF 110° C (230°F) AND/OR FIRES. BUYER ACKNOWLEDGES THAT SONITE PRODUCTS ARE RATED FOR USE IN STEAM ROOMS WITH OPERATING TEMPERATURES LESS THAN 80° C (176° F) AND WET APPLICATION (SHOWERS, BATHS, AND INDOOR POOLS). EPOXY BASED ADHESIVES AND GROUT ARE REQUIRED FOR INSTALLATION IN STEAM ROOMS AND WET ENVIRONMENTS. USES OF SONITE PRODUCTS OTHER THAN THE INTENDED USE VOIDS ALL WARRANTIES AND LIABILITIES OF SONITE PRODUCTS. Sonite shall not be liable for grazing, scratching, wear, damage or other imperfections due to: improper installation (including improper alteration of the surface with sealers or grout), falling objects, abuse, misuse (including as other than light traffic flooring for mosaics size 10, 15, 20mm), exposure to fire or other high heat, using improper chemicals or compounds, using Sonite products outside, or other similar incidents. DISCLAIMER OF WARRANTIES SONITE DOES NOT WARRANT ANY PRODUCT FOR ANY SPECIFIC USE NOR ANY INSTALLATION PROCEDURE OR MAINTENANCE PRACTICE AND EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY ASSERTED AFTER INSTALLATION OR USAGE OF SONITE PRODUCTS. SONITE SHALL NOT BE LIABLE FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE OWNERSHIP, USE, POSSESSION, OR MAINTENANCE OF ANY PRODUCT BY ANY PERSON. Some states/provinces do not allow limitation on how long an implied warranty lasts, or the exclusion or limitation of special, incidental or consequential damages, so the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights. You may also have other rights which vary depending on your state/province. Each individual country and state may have its own rules and regulations regarding product quality and specifications. Likewise, different venues may also have different rules and regulations regarding product quality and specifications. It is the Buyer’s sole responsibility to determine whether Sonite products meet the relevant country, state, local, and/or venue requirements. SONITE MAKES NO WARRANTY THAT ITS PRODUCTS MEET THESE INDIVIDUAL REQUIREMENTS. Proprietary Rights and Confidential Information All rights in pattern, design, trade names, trademarks and copyrights of Sonite used on or in connection with the Sonite products are proprietary and shall remain the exclusive property of Sonite, and the Buyer shall have no right or interest therein or with respect thereto. The Buyer shall not reproduce or simulate, or cause or allow anyone to reproduce or simulate, either directly or indirectly any such pattern, design, trade name, trademark or copyright. Confidentiality Clause: The parties agree that the content of any quotation provided by Sonite, including its existence, nature, terms, and conditions, including pricing, is commercially sensitive and shall not be disclosed by either party in any manner or form, directly or indirectly, to any person or entity under any circumstances, regardless of whether tender is accepted. Governing Law; Arbitration; and Jurisdiction Any controversy or claim arising out of or relating to these Terms and Conditions or any transactions governed by such Terms and Conditions, or the breach of any of the foregoing, shall be construed in accordance with the laws of the State of California, irrespective of its conflict of law provisions, and shall be submitted to binding arbitration in Los Angeles, California, in accordance with the American Arbitration Association. Waiver No failure or delay by Sonite in exercising its rights under these terms and conditions or in exercising its rights accruing from any default of Buyer shall constitute a waiver thereof, or shall impair Sonite’s rights in case Buyer’s default continues or in case of any subsequent default by Buyer. Distributors, tile dealers, tile resellers, sales agents or sales representatives may have made oral statements about the Sonite products. Such statements do not constitute warranties, shall not be relied on by Buyer, and are not part of any agreement. These terms and conditions may be modified only by a writing signed by an authorized representative of Sonite. Indemnification Sonite’s distributors, tile dealers, tile resellers, sales agents, and sales representatives shall always include Sonite’s Limited Warranty, in writing, or provide it with the Sonite products sold or delivered by them. Failure to comply with this Section 21 for any sale and/or delivery to any person will constitute a breach of these terms and conditions. Any breaching party shall indemnify and hold harmless Sonite from any damage, loss, liability or expense (including attorney’s fees) arising out of any warranty claim relating to the Sonite products. Headings Headings to clauses in these conditions are for ease of reference only and do not affect the interpretation of these conditions. Enforceability If any portion, part or provision of these conditions is held, determined or adjudicated to be invalid, illegal, unenforceable or void for any reason whatsoever, each such portion, part or provision shall be interpreted as severable and shall be severed from the remaining portions, parts or provisions of these conditions, and all other portions, parts or provisions contained in these conditions that remain do not change the nature or effect of these conditions.