TERMS AND CONDITIONS OF SALE

Selena USA, Inc. Edition Date: January 1, 2024

1. Legal Effect: “Seller” herein means and refers to Selena USA, Inc., whose mailing address is 4055 International Plaza, Ste 640, Fort Worth Texas 76109 and “Buyer” herein means and refers to a purchaser of Seller’s goods who is subject to the terms and conditions contained herein. Seller’s sale to Buyer is limited to and expressly made conditional on Buyer’s assent to these terms and conditions of sale and any other provisions set forth on Seller’s sales invoice and in the Bill of Lading. This agreement is effective as of January 01, 2024.
2. Pricing: Unless otherwise expressly set forth on Seller’s sales invoice or in the Bill of Lading, all prices are net F.O.B. Seller’s nearest location and are exclusive of any sales, use or property taxes; freight and fuel charges; and other Seller expenses associated with this sales transaction. Prices are effective January 1, 2024. This agreement supersedes all previously published price lists. Prices are subject to change without notice. Any clerical errors by Seller are subject to correction. Seller’s goods may be withdrawn or modified without notice.
3. Purchase Orders: All purchase orders are subject to Seller’s approval. Purchase orders may be placed via e-mail or Seller’s E-Commerce portal. Purchase orders under $500.00 will be subject to a $75.00 handling fee, plus actual shipping charges. Goods sold by Seller under this agreement must be purchased in full case quantity only.
4. Shipping: Unless Buyer specifies otherwise in writing, (a) goods will be shipped as Seller may deem proper, and (b) routing and manner of shipment will be at Seller’s sole discretion. If special routing instructions are given by Buyer or Seller has incurred any additional freight cost that may arise while in transit or during delivery beyond Seller’s responsibility, then Buyer agrees to pay all additional handling and transportation charges. Any discrepancy or damage with respect to Seller’s prepaid freight must be reported on the Bill of Lading at the time of delivery and Seller must be notified at that time in writing, failing which will result in a claim being denied by Seller. Any damage or loss in transit on a Buyer arranged carrier is beyond Seller’s control and Seller is not responsible or liable for that damage or loss, and those claims must be made directly to the carrier by Buyer, including cargo insufficiently secured or improperly protected from inclement weather that may occur. Due to Federal Department of Transportation regulations, certain goods may not be shipped via air freight.
5. Delivery: Delivery and shipment dates are estimated dates only and are not guaranteed. In estimating such dates, no allowance has been made nor shall Seller be liable for any damages, losses, penalties, whether direct, indirect, special, incidental, or consequential, resulting from Seller’s failure, inability, or delay in its performance herein by reason of a force majeure event (hereinafter defined).
6. Credit and Payments: Unless otherwise noted on Seller’s sales invoice or on the Bill of Lading, payment shall be made net thirty (30) calendar days from the purchase order invoice date. A finance charge of 1.5% per month (18% per annum) will be charged on all past due invoices. Seller reserves the right at any time to alter or suspend credit, or to change payment or credit terms when, in its sole discretion, Buyer’s financial condition so warrants. Buyer’s failure to pay an invoice, when due, shall entitle the Seller to the following options, at Seller’s sole election: (a) make all subsequent invoices immediately due and payable, irrespective of terms, and Seller may withhold all subsequent deliveries under all outstanding orders until full payment is received; (b) require payment in advance; (c) require cash on delivery; or (d) require satisfactory security for future orders. In the event Buyer becomes insolvent or files for bankruptcy, or upon a breach of the terms herein or of any provision contained on Seller’s sales invoice, or an anticipatory repudiation by Buyer, Seller shall have the right to stop delivery of the goods and Buyer shall be liable to Seller for any and all expenses incurred by Seller as a result of that action including, but not limited to, liabilities to third parties, collection costs, attorneys’ fees, and any associated costs incurred by Seller.
7. Returns: A written “Return Goods Authorization Form” must be completed by Buyer. Seller will only accept returns if the goods are resalable and returned within thirty (30) calendar days after the date of the purchase order. All returns are subject to a minimum twenty-five percent (25%) restocking charge and Buyer must prepay freight.
8. Claims; Limitation of Liability: It shall be the duty of Buyer to thoroughly inspect the goods purchased from Seller. All product claims relating to the goods purchased from Seller including, but not limited to, claims of defect in goods or a non-conforming discrepancy in quantity, and which are unrelated to transit, shall be made in writing to Seller’s Customer Service Department within seven (7) calendar days of receipt of the goods by Buyer. If goods sold herein contain defects in material or workmanship demonstrated to Seller’s satisfaction to have existed at the time of departure from Seller’s plant, Seller reserves the right to inspect those goods in Buyer’s possession or request their return, and Seller, at its sole election, shall either: (a) replace the defective goods at Seller’s expense F.O.B. Seller’s nearest plant location, or (b) give Buyer proper credit in the amount of the purchase price of those defective goods. The foregoing shall not apply to goods that have been subjected to alteration, contamination, improper maintenance or storage, misapplication, misuse, negligence, or accident after shipment from Seller’s plant by anyone except Seller’s authorized agents. THE REMEDY SET FORTH IN THIS PARAGRAPH 8 SHALL BE THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO BUYER, AND IS IN LIEU OF ANY AND ALL OTHER REMEDIES FOR DAMAGES INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, OR INCIDENTAL DAMAGE, OR FOR LOST PROFITS, OR BUSINESS INTERRUPTION. IN NO EVENT WILL SELLER’S TOTAL LIABILITY EXCEED THE PURCHASE PRICE FOR THE SPECIFIC GOODS FOR WHICH LIABILITY IS CLAIMED. BUYER IS SOLELY RESPONSIBLE FOR DETERMINING SUITABILITY FOR USE AND SELLER SHALL IN NO EVENT BE LIABLE IN THIS RESPECT. Failure to make any such written claim within the above-prescribed time period shall constitute waiver of any such claim and shall be deemed acceptance of such goods.
9. Warranty: Unless otherwise provided herein, Seller warrants title and that all goods sold hereunder shall conform to Seller’s standard product specifications in effect on the date of shipment. ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXCLUDED. No employee, representative, or agent of Seller is authorized to make any other warranty, statement, promise, representation, or guarantee with respect to the goods covered herein.
10. Shelf Life and Storage of Goods: Buyer, by purchasing goods from Seller, acknowledges that all goods shall be properly stored and used within their shelf life, as specified on Seller’s product literature or product packaging. Buyer should not stack pallets.
11. Termination: Seller may, by written notice to Buyer, terminate this agreement under any of the following circumstances: (a) Buyer fails to remit payment within the time specified herein; (b) Buyer fails to comply with any of the other provisions herein; (c) Buyer becomes insolvent or files for bankruptcy, or engages in any act which reasonably concerns Seller regarding Buyer’s ability to complete its obligations under this agreement; or (d) upon thirty (30) calendar days prior written notice. Upon such termination, Buyer shall be responsible for the payment of all delivered goods, which obligation shall remain in effect until fully satisfied. Seller shall not be liable to Buyer for any compensation, reimbursement, losses, or damages of any kind whatsoever should Seller terminate this agreement as a result of the foregoing.
12. Assignment: Seller may assign, in whole or in part, its rights and duties herein. The rights and obligations of Buyer herein may not be assigned without the prior written consent of Seller whose consent may be withheld. An assignment shall be deemed to include any change in control of Buyer. Any assignment in violation of this paragraph shall be void.
13. Non-Waiver: Any failure by Seller to require full payment or strict performance by Buyer of any of the provisions herein or to exercise any right or remedy hereunder, shall not waive or diminish Seller’s right thereafter to demand strict compliance therewith or with any other provision or to exercise any such right or remedy. Waiver of any default shall not waive any other default.
14. Applicable Law: This agreement shall be governed by, construed, and enforced according to the laws of the State of Texas without regard to Texas’s conflict of law provision. This agreement shall not be governed by the 1980 United Nations Convention on Contracts for the International Sale of Goods (as may be amended).
15. Force Majeure; Allocation: Seller, in its sole discretion, may reduce or suspend deliveries, or not perform herein, without any liability, whatsoever, by reason of: delays of carriers or inability to secure transportation for its deliveries; labor shortages, strikes or stoppages of any type; fire; accident; inability or delay in obtaining raw materials, supplies or power; court decree; machinery malfunction or breakdown; war; act of terrorism; governmental action or prohibition affecting Seller, directly or indirectly; bad weather, hurricane, tornado, earthquake or other calamity; or any other causes designated as Acts of God or force majeure by any statute or court of law in Texas (each of the foregoing constitutes a “force majeure event”). If it is impracticable for Seller to supply the total demand for the goods because of a force majeure event, Seller may allocate its available supply of the goods among itself (and its parent company and affiliates) and its customers, in a manner that Seller, in its sole discretion, determines to be equitable. During such an allocation, (a) Seller will not be obligated to purchase raw materials from other sources or accede to any demands of labor unions, employees, or any third party, to satisfy its obligations herein, and (b) this agreement shall remain in full force and effect.
16. Resolution of Disputes; Venue; Waiver of Jury Trial: If any litigation arises from this agreement, or the subject matter hereof, the prevailing party, as determined by a court of competent jurisdiction, shall be reimbursed for its reasonable attorney and paralegal fees and court costs at all judicial levels, including appellate proceedings, from the non-prevailing party, and venue for any such litigation shall exclusively occur in state or federal court in Tarrant County, Texas, which venue the parties irrevocably consent and submit to, and expressly waive any objection. THE PARTIES WAIVE ALL RIGHTS TO A JURY TRIAL.
17. Severability: If any provision herein shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.
18. Confidentiality: The terms and conditions in this agreement are strictly confidential and non-public information, and shall not be disclosed to any third party without the prior written consent of Seller whose consent may be withheld.
19. Miscellaneous Provisions: Nothing contained herein is intended to confer any rights or remedies upon third parties or shall be construed to create a relationship of joint venturers or partners; it is expressly acknowledged that the relationship between Seller and Buyer is that of independent contractors. All notices required herein must be in writing and shall be delivered to Seller by facsimile, e-mail, or to the address set forth in this agreement by express overnight courier service or by certified mail, return receipt requested. Notice given in accordance with this paragraph shall be effective when actually received. The goods are being delivered solely for domestic use. Buyer accepts sole responsibility for any determination to export the goods purchased herein and for compliance with local applicable export control laws and regulations. No usage of trade, course of performance, or course of dealing purporting to modify, vary, explain, or supplement the terms herein shall be binding unless made in writing and signed by the party against whom enforcement is sought. The captions contained herein are for convenience and reference only and do not define, limit, extend, or describe the scope of this agreement or the intent of any provision hereof. In the event of any ambiguity in this agreement, it shall not be construed against one party or the other merely by virtue of any such party having drafted this agreement or any provision hereof, it being recognized that both parties have contributed substantially and materially to the preparation of this agreement.
20. Entire Agreement; Modification: This agreement, Seller’s sales invoice, and the Bill of Lading, shall collectively constitute the entire understanding between the parties, and supersede all prior and contemporaneous agreements, promises, representations, warranties, guarantees, inducements, and any other understandings between the parties, whether oral or written. Any modification to this agreement must be made in writing and signed by the party claimed to be bound by the modification. No modification hereof shall be effected by the acknowledgment or acceptance of purchase orders, shipping instruction forms, or any other documents from Buyer containing terms or conditions different from or in addition to those set forth in this agreement. All such different or additional terms shall not be binding upon Seller or apply to any business transaction between Seller and Buyer. BUYER’S PLACEMENT OF AN ORDER OF GOODS WITH SELLER EVIDENCES BUYER’S ACCEPTANCE OF ALL THE TERMS AND CONDITIONS CONTAINED HEREIN.