Standard Purchase Order Terms and Conditions

THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY TO VENDORS THAT ARE DOMICILED IN THE UNITED STATES:

1. Agreement and Acceptance. The Purchase Order (“PO”), this Standard Terms and Conditions (“STC”), and any other document incorporated by reference (collectively, the “Agreement”) shall be the exclusive agreement between OKEANOS GROUP, LLC (“Buyer”) and Vendor for the supply of products, unless a conflicting agreement is entered into by the parties at any time. Additional or different terms and conditions proposed by Vendor shall be void and of no effect unless accepted in writing by Buyer. Any of the following shall constitute Vendor ‘s unqualified acceptance of this Agreement: (a) written acknowledgement of the receipt of the PO (email being sufficient); (b) furnishing of any goods under this PO; or (c) acceptance of any payment. Additionally, the Vendor hereby agrees that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this contract.

2. Prices, PO Identification Number (“PON”), Invoicing and Payment. The price of goods shall be the prices established in the PO, which will be governed by the INCOTERM stated on the PO. Vendorshall include the PON on every packing sheet, invoice, and every other communication related to such order. Vendor shall invoice Buyer upon delivery and each invoice shall contain the PON, item number and product, quantity, unit prices, and total purchase price. Payment by Buyer shall be made in accordance with the payment term established in the PO.
 
3. Delivery; Cover. Delivery will be made in accordance with the INCOTERM established in the PO. The dates of delivery and quantities specified herein are of the essence for this order and delivery must be effected within the specified time period. If deliveries are not made on time and in the quantities specified, Buyer reserves the right to cancel the order, purchase the products elsewhere, and hold Vendor accountable. In case of default under this Agreement by Vendor, Buyer may obtain products from other sources and hold Vendor responsible for any damages occasioned thereby, or may terminate the Agreement. Vendor shall cooperate with Buyer in respect to all customs formalities applicable to the import or export of the products, shall be responsible for determining proper import or export classifications, and shall provide Buyer documentation to Buyer’s satisfaction for such classifications.
 
4. Inspection and Acceptance/Rejection. Buyer shall have the right to inspect and/or test the goods within 30 days from the date of arrival to inspect the products and notify Vendor of any non-conformity to the order specifications. Buyer reserves the right to reject any product which does not fulfill the specifications of the order, warranties or time of delivery and (i) return rejected products to Vendor at Vendor’s risk and expense for full credit at the order price without prejudice to any right to other damages for such breach, (ii) to require Vendor at Vendor’s expense to replace rejected products at the unit price of this order, or (iii) consider this Agreement breached as to the rejected quantity and cancelled as to any unfulfilled portion of this order, and to hold Vendor liable for such breach and cancellation. Vendor agrees that any acceptance by Buyer does not release Vendor from any warranty or other obligation under this Agreement.
 
5. Warranty. Vendor represents that with respect to all products delivered and services furnished hereunder: (i) title shall be good, merchantable, rightful and the products free of any security interest, lien or encumbrance; (ii) that products will be new, free from defects in material and workmanship, be of quality, size, description and dimension required by Buyer, be fit for the purpose for which they are purchased and will meet Buyer’s specifications available at: www.madefromstone.com/standard-sales-terms, or those specifications otherwise agreed to between the parties in writing, and that Vendor’s services will be performed in a skillful and workmanlike manner; and (iii) the products, the process by which they are made, the use for which they are designed by Vendor and Buyer’s use of the productswill not infringe any Intellectual Property Rights, as defined in the “Okeanos Intellectual Property Protection Terms & Conditions” incorporated in Section 12. This express warranty shall not be deemed waived by reason of either or both the receipt of the products and payment therefore by Buyer. The foregoing is in addition to any and all other express or implied warranties applicable to the products purchased hereunder.
 
6. Compliance with Laws. Vendor represents and warrants that all products furnished hereunder, and Vendor’s manufacturing thereof, complies with all applicable laws, ordinances, rules and regulations (“Laws”).
 
7. Indemnity. Vendor will defend, indemnify and hold harmless Buyer, its affiliates, vendors, and their officers, directors, shareholders, employees, and agents (“Related Parties”) from and against any and all loss, liability and expense by reason of (i) any actual or alleged violation of Laws, (ii) any actual or alleged infringement of Intellectual Property Rights, (iii) injury, death or property damage resulting, in whole or in part, from any negligent act or omission on the part of the Vendor or which may result from the installation, operation or use of the products, (iv) a defect in the manufacture or design of the products, or (v) any breach or alleged breach by Vendor of any representation, warranty, or other provision of this Agreement.
 
8. Termination. In the event of (i) any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against Vendor, or in the event of an appointment of a receiver or assignee for the benefit of creditors, with or without Vendor’s consent, or (ii) any change in control and/or ownership of Buyer, Buyer may cancel any unfilled part of this order without any liability whatsoever on Buyer’s part.
 
9. Force Majeure. If the manufacture, transfer, receipt, or use by either party of any products covered hereby is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the party so affected, such party, upon prompt notice to the other party (and in the case of Buyer, prior to actual shipment), shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference but, at Buyer’s option, deliveries so omitted shall be made upon notice thereof to Vendor, upon cessation of such contingency.
 
10. Insurance. Vendor shall maintain at its own expense at all times while performing hereunder occurrence-based liability insurance and product-liability insurance with a reputable and financially responsible carrier(s) satisfactory to Buyer for coverage in amounts not less than USD 1 million per occurrence, USD 2 million in aggregate, and all other insurance required by applicable law. Vendor shall furnish insurance certificates as directed by Buyer, satisfactory in form and substance to Buyer, showing the above coverages, and providing for at least 10 days prior written notice to Buyer by the insurance company of cancellation or material modification.
 
11.Assignment. Vendor may not assign or subcontract this Agreement without Buyer’s written consent.
 
12. Buyer’s Intellectual Property Rights. Vendor acknowledges and agrees to the provisions contained in the “Okeanos Intellectual Property Protection Terms & Conditions” incorporated herein by reference, available at www.madefromstone.com/intellectual-property-terms-and-conditions.
 
13. Severability. If any part of this Agreement is found to be invalid or unenforceable, that part will be severed and the remainder of the Agreement shall remain in full force. In such case, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner.
 
14. Independent Contractor The relationship between the parties is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture, or other forms of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for nor bind the other party in any manner whatsoever.
 
15. Choice of Law and Dispute Resolution, Attorney’s Fees. This Agreement shall be governed by the laws of the State of Florida, United States of America, without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.Any dispute related in any way to this PO and Agreement shall be subject to the exclusive jurisdiction of the courts located in Miami-Dade County in the State of Florida. In the event that any actionis instituted by either party against the other party arising out of or related to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.
THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY TO VENDORS THAT ARE NOT DOMICILED IN THE UNITED STATES:

1. Agreement and Acceptance. The Purchase Order (“PO”), this Standard Terms and Conditions (“STC”), and any other document incorporated by reference (collectively, the “Agreement”)shall be the exclusive agreement between OKEANOS GROUP, LLC (“Buyer”) and Vendor for the supply of products, unless a conflicting agreement is entered into by the parties at any time. Additional or different terms and conditions proposed by Vendor shall be void and of no effect unless accepted in writing by Buyer. Any of the following shall constitute Vendor ‘s unqualified acceptance of this Agreement: (a) written acknowledgement of the receipt of the PO (email being sufficient); (b) furnishing of any goods under this PO; or (c) acceptance of any payment. Additionally, the Vendor hereby agrees that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this contract.

2. Prices, PO Identification Number (“PON”),Invoicing and Payment. The price of goods shall be the prices established in the PO, which will be governed by the INCOTERM stated on the PO.Vendorshall include the PON on every packing sheet, invoice, and every other communication related to such order. Vendor shall invoice Buyer upon delivery and each invoice shall contain the PON, item number and product, quantity, unit prices, and total purchase price. Payment by Buyer shall be made in accordance with the payment term established in the PO

3. Delivery; Cover Delivery will be made in accordance with the INCOTERM established in the PO.The dates of delivery and quantities specified herein are of the essence for this order and delivery must be effected within the specified time period. If deliveries are not made on time and in the quantities specified, Buyer reserves the right to cancel the order, purchase the products elsewhere, and hold Vendor accountable. In case of default under this Agreement by Vendor, Buyer may obtain products from other sources and hold Vendor responsible for any damages occasioned thereby, or may terminate the Agreement. Vendor shall cooperate with Buyer in respect to all customs formalities applicable to the import or export of the products, shall be responsible for determining proper import or export classifications, and shall provide Buyer documentation to Buyer’s satisfaction for such classifications.

4. Inspection and Acceptance/Rejection. Buyer shall have the right to inspect and/or test the goods within 30 days from the date of arrival to inspect the products and notify Vendor of any non-conformity to the order specifications. Buyer reserves the right to reject any product which does not fulfill the specifications of the order, warranties or time of delivery and (i) return rejected products to Vendor at Vendor’s risk and expense for full credit at the order price without prejudice to any right to other damages for such breach, (ii) to require Vendor at Vendor’s expense to replace rejected products at the unit price of this order, or (iii) consider this Agreementbreached as to the rejected quantity and cancelled as to any unfulfilled portion of this order, and to hold Vendor liable for such breach and cancellation. Vendor agrees that any acceptance by Buyer does not release Vendor from any warranty or other obligation under this Agreement.

5. Warranty. Vendor represents that with respect to all products delivered and services furnished hereunder: (i) title shall be good, merchantable, rightful and the products free of any security interest, lien or encumbrance; (ii) that products will be new, free from defects in material and workmanship, be of quality, size, description and dimension required by Buyer, be fit for the purpose for which they are purchased and will meet Buyer’s specifications available at: www.madefromstone.com/standard-sales-terms, or those specifications otherwise agreed to between the parties in writing, and that Vendor’s services will be performed in a skillful and workmanlike manner; and (iii) the products, the process by which they are made, the use for which they are designed by Vendor and Buyer’s use of the productswill not infringe any Intellectual Property Rights, as defined in the “Okeanos Intellectual Property Protection Terms & Conditions” incorporated in Section 12. This express warranty shall not be deemed waived by reason of either or both the receipt of the products and payment therefore by Buyer. The foregoing is in addition to any and all other express or implied warranties applicable to the products purchased hereunder

6. Compliance with Laws. Vendor represents and warrants that all products furnished hereunder, and Vendor’s manufacturing thereof, complies with all applicable laws, ordinances, rules and regulations (“Laws”).

7. Indemnity. Vendor will defend, indemnify and hold harmless Buyer, its affiliates, vendors, and their officers, directors, shareholders, employees, and agents (“Related Parties”) from and against any and all loss, liability and expense by reason of (i) any actual or alleged violation of Laws, (ii) any actual or alleged infringement of Intellectual Property Rights, (iii) injury, death or property damage resulting, in whole or in part, from any negligent act or omission on the part of the Vendor or which may result from the installation, operation or use of the products, (iv) a defect in the manufacture or design of the products, or (v) any breach or alleged breach by Vendor of any representation, warranty, or other provision of this Agreement.

8. Termination. In the event of (i) any proceeding, voluntary or involuntary, in bankruptcy or insolvency by or against Vendor, or in the event of an appointment of a receiver or assignee for the benefit of creditors, with or without Vendor’s consent, or (ii) any change in control and/or ownership of Buyer, Buyer may cancel any unfilled part of this order without any liability whatsoever on Buyer’s part.

9. Force Majeure. If the manufacture, transfer, receipt, or use by either party of any products covered hereby is prevented, restricted or interfered with by reason of any event beyond the reasonable control of the party so affected, such party, upon prompt notice to the other party (and in the case of Buyer, prior to actual shipment), shall be excused from making or taking deliveries hereunder to the extent of such prevention, restriction or interference but, at Buyer’s option, deliveries so omitted shall be made upon notice thereof to Vendor, upon cessation of such contingency.

10. Insurance. Vendor shall maintain at its own expense at all times while performing hereunder occurrence-based liability insurance and product-liability insurance with a reputable and financially responsible carrier(s) satisfactory to Buyer for coverage in amounts not less than USD 1 million per occurrence, USD 2 million in aggregate, and all other insurance required by applicable law. Vendor shall furnish insurance certificates as directed by Buyer, satisfactory in form and substance to Buyer, showing the above coverages, and providing for at least 10 days prior written notice to Buyer by the insurance company of cancellation or material modification.

11. Assignment Vendor may not assign or subcontract this Agreement without Buyer’s written consent.

12. Buyer’s Intellectual Property Rights. Vendor acknowledges and agrees to the provisions contained in the “Okeanos Intellectual Property Protection Terms & Conditions” incorporated herein by reference, available at www.madefromstone.com/intellectual-property-terms-and-conditions .

13. Severability. If any part of this Agreement is found to be invalid or unenforceable, that part will be severed and the remainder of the Agreement shall remain in full force. In such case, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner.

14. Independent contractor. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement creates any agency, partnership, joint venture, or other forms of joint enterprise, employment, or fiduciary relationship between the parties, and neither party has authority to contract for nor bind the other party in any manner whatsoever.

15. Choice of Law and Dispute Resolution, Attorney’s Fees. This Agreement shall be governed by the laws of the State of Florida, United States of America, without giving effect to its principles of conflicts of laws. The UN Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.Any dispute, controversy or claim arising out of or relating to this contract, including the formation, interpretation, breach or termination thereof, including whether the claims asserted are arbitrable, shall be determined by arbitration in Miami, Florida, United States of America before one arbitrator. If the Parties are both domiciled in the United States, the arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Otherwise, the arbitration shall be administered by JAMS pursuant to JAMS International Arbitration Rules. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.In the event that any action is instituted by either party against the other party arising out of or related to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees and court costs from the non-prevailing party.

LAST UPDATED: January 5th, 2023